40FR12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended                     

Commission File Number                     

Akumin Inc.

(Exact name of Registrant as specified in its charter)

Ontario	8071	N/A
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

8300 W. Sunrise Boulevard

Plantation, Florida 33322

(844) 730-0050

(Address and telephone number of Registrant’s principal executive offices)

Akumin Corp.

8300 W. Sunrise Boulevard

Plantation, Florida 33322

(844) 730-0050

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	AKU	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☐  Annual information form ☐  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  ☐    Yes  ☒    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.   ☐    Yes  ☐    No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

EXPLANATORY NOTE

Akumin Inc. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, those described in the Company’s Annual Information Form for the year ended December 31, 2019 filed as Exhibit 99.58 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Registration Statement in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant has historically prepared its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this Registration Statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.85, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of the experts named in the foregoing Exhibits as Exhibits 99.81, 99.82, 99.83, 99.84 and 99.85, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2019, attached hereto as Exhibit 99.58.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements. (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars.

CONTRACTUAL OBLIGATIONS

The following table summarizes the contractual obligations of the Registrant as of December 31, 2019:

			Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Accounts payable and accrued liabilities		26,262,225		26,262,225		—		—	$	—
May 2019 Loans		352,494,000		3,320,000		11,095,000		338,079,000		—
Derivative financial instruments		951,702		—		951,702		—		—
Wesley Chapel Loan		1,514,460		385,952		832,152		296,356		—
Earn-out liability		14,834,067		7,529,962		7,304,105
Subordinated note - earn-out		184,485		—		184,485		—		—
Leases		235,324,518		19,812,112		38,450,324		33,802,172		143,259,910
Total		631,565,457		57,310,251		58,817,768		372,177,528		143,259,910

NASDAQ CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, akumin.com/investor-relations, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit	Description
99.1	Credit Agreement dated August 15, 2018 among, inter alios, Akumin Inc., as parent guarantor, Akumin Corp. as borrower and BBVA Compass Bank, as Administrative Agent
99.2	News Release dated March 27, 2019
99.3	Annual Information Form of Akumin Inc. for the year ended December 31, 2018 dated March 28, 2019
99.4	Management Certification of Form 13-502F1 dated March 29, 2019
99.5	Management Certification of Form 13-501F1 dated March 29, 2019
99.6	News Release dated March 29, 2019
99.7	News Release dated April 15, 2019
99.8	Confirmation of Notice of Record and Meeting Dates dated April 18, 2019
99.9	Share Purchase Agreement for TIC Acquisition Holdings, LLC dated April 15, 2019 among Akumin Inc., as Parent, Akumin Corp., as Purchaser and the sellers and principals signatory thereto
99.10	Share Purchase Agreement for SFL Radiology Holdings, LLC dated April 15, 2019 among Akumin Inc., as Parent, Akumin Corp., as Purchaser and the sellers and principals signatory thereto
99.11	Share Purchase Agreement for ADG Acquisition Holdings, Inc. dated April 15, 2019 among Akumin Inc., as Parent, Akumin Corp., as Purchaser and the sellers and principals signatory thereto
99.12	Material Change Report of Akumin Inc. dated April 25, 2019
99.13	Commitment Letter to Akumin Inc. from Compass Bank dba BBVA Compass and BBVA Securities Inc. dated April 15, 2019
99.14	News Release dated May 9, 2019
99.15	News Release dated May 15, 2019
99.16	Condensed Interim Consolidated Financial Statements (Unaudited) of Akumin Inc. dated March 31, 2019
99.17	Management’s Discussion and Analysis of Akumin Inc. for the three-month periods ended March 31, 2019 and 2018
99.18	Certification of Interim Filings by CFO dated May 15, 2019
99.19	Certification of Interim Filings by CEO dated May 15, 2019
99.20	Notice of Annual General Meeting of Shareholders of Akumin Inc. dated May 20, 2019
99.21	Notice of Meeting and Management Information Circular dated May 20, 2019
99.22	Certificate redissemination to shareholders dated May 31 2019
99.23	Form of Proxy for Annual General Meeting of Akumin Inc. to be held on June 21, 2019
99.24	News Release dated June 3, 2019
99.25	Material Change Report of Akumin Inc. dated June 7, 2019

99.26	First Amendment to Loan Documents dated May  31, 2019, among Akumin Inc., as parent guarantor, Akumin Corp., as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Compass Bank d/b/a BBVA Compass, as administrative agent
99.27	Refiled First Amendment to Loan Documents dated May 31, 2019, among Akumin Inc., as parent guarantor, Akumin Corp., as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Compass Bank d/b/a BBVA Compass, as administrative agent
99.28	News Release dated June 21, 2019
99.29	News Release dated August 7, 2019
99.30	Condensed Interim Consolidated Financial Statements (Unaudited) of Akumin Inc. dated June 30, 2019
99.31	Management’s Discussion and Analysis of Akumin Inc. for the three and six-month periods ended June 30, 2019 and 2018
99.32	Certification of Interim Filings by CFO dated August 14, 2019
99.33	Certification of Interim Filings by CEO dated August 14, 2019
99.34	News Release dated August 14, 2019
99.35	News Release dated August 19, 2019
99.36	Business Acquisition Report dated August 22, 2019
99.37	News Release dated November 8, 2019
99.38	Consolidated Financial Statements Restated of Akumin Inc. for the year ended December 31, 2018
99.39	Management’s Discussion and Analysis (Amended) of Akumin Inc. for the year ended December 31, 2018 and the 15-month period ended December 31, 2017
99.40	Condensed Interim Consolidated Financial Statements (Unaudited) of Akumin Inc. dated September 30, 2019
99.41	Management’s Discussion and Analysis of Akumin Inc. for the three-month and nine-month periods ended September 30, 2019 and 2018
99.42	News Release dated November 14, 2019

99.43	Certification of Interim Filings by CFO dated November 14, 2019
99.44	Certification of Interim Filings by CEO dated November 14, 2019
99.45	Certification of Refiled Annual Filings by CFO dated November 14, 2019
99.46	Certification of Refiled Annual Filings by CEO dated November 14, 2019
99.47	Change of Auditor Notice dated December 2, 2019
99.48	Letter from Former Auditor dated December 2, 2019
99.49	Letter from Successor Auditor dated December 2, 2019
99.50	News Release dated December 2, 2019
99.51	Confirmation of Notice of Record and Meeting Dates dated March 13, 2020
99.52	News Release dated March 23, 2020
99.53	Management Certification of Form 13-502F1 dated March 31, 2020
99.54	Consolidated Financial Statements of Akumin Inc. for the year ended December 31, 2019
99.55	Management Certification of Form 13-501F1 dated March 31, 2020
99.56	News Release dated March March 31, 2020
99.57	Refiled Management’s Discussion and Analysis of Akumin Inc. for the years ended December 31, 2019 and 2018
99.58	Refiled Annual Information Form of Akumin Inc. for the year ended December 31, 2019 dated March 31, 2020
99.59	Certification of Refiled Annual Filings by CFO dated April 13, 2020
99.60	Certification of Refiled Annual Filings by CEO dated April 13, 2020
99.61	Notice of Annual General and Special Meeting of Shareholders of Akumin Inc. dated April 7, 2020
99.62	Notice of Meeting and Management Information Circular dated April 7, 2020
99.63	Form of Proxy for Annual General Meeting and Special Meeting of Akumin Inc. to be held on May 14, 2020
99.64	Certificate re dissemination to shareholders dated April 16, 2020
99.65	News Release dated April 27, 2020
99.66	News Release dated May 13, 2020
99.67	News Release dated May 14, 2020
99.68	Condensed Interim Consolidated Financial Statements (Unaudited) of Akumin Inc. dated March 31, 2020
99.69	Management’s Discussion and Analysis of Akumin Inc. for the three-month periods ended March 31, 2020 and 2019
99.70	Certification of Interim Filings by CFO dated June 3, 2020
99.71	Certification of Interim Filings by CEO dated June 3, 2020
99.72	News Release dated June 3, 2020
99.73	Fourth Amendment to Loan Documents dated June 2, 2020, among Akumin Inc., Akumin Corp., BBVA USA, and the Lenders
99.74	News Release dated July 23, 2020
99.75	News Release dated July 29, 2020
99.76	News Release dated August 12, 2020
99.77	Management’s Discussion and Analysis of Akumin Inc. for the three-month and six-month periods ended June 30, 2020 and 2019
99.78	Condensed Interim Consolidated Financial Statements (Unaudited) of Akumin Inc. dated June 30, 2020
99.79	Certification of Interim Filings by CEO dated August 12, 2020
99.80	Certification of Interim Filings by CFO dated August 12, 2020
99.81	Consent of BDO USA, LLP dated August 28, 2020
99.82	Consent of Skoda Minotti & Co. dated August 28, 2020
99.83	Consent of Skoda Minotti & Co. dated August 28, 2020
99.84	Consent of PricewaterhouseCoopers LLP dated August 28, 2020
99.85	Consent of Ernst & Young LLP dated August 28, 2020

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	AKUMIN INC.
By:	/s/ Riadh Zine
	Name: Riadh Zine
	Title:   President & Chief Executive Officer

Date: August 28, 2020

EX-99.1

Exhibit 99.1

Execution Version

CREDIT AGREEMENT

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

BBVA COMPASS,

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

BANK OF NOVA SCOTIA,

as Syndication Agent,

NATIONAL BANK OF CANADA,

as Documentation Agent

and

BBVA SECURITIES INC.,

as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		35
1.03	Accounting Terms		35
1.04	Rounding		36
1.05	Times of Day		36
1.06	Certain Calculations		36
1.07	Letter of Credit Amounts		36
1.08	Limited Condition Acquisitions and Financial Covenants		36
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans		37
2.02	Borrowings, Conversions and Continuations of Loans		37
2.03	Letters of Credit		38
2.04	Swing Line Loans		46
2.05	Prepayments		48
2.06	Termination or Reduction of Commitments		51
2.07	Repayment of Loans		52
2.08	Interest		52
2.09	Fees		53
2.10	Computation of Interest and Fees		53
2.11	Evidence of Indebtedness		54
2.12	Payments Generally; Administrative Agent’s Clawback		55
2.13	Sharing of Payments by Lenders		56
2.14	Increase in Commitments		57
2.15	Cash Collateral		60
2.16	Defaulting Lenders		61
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes		63
3.02	Illegality		67
3.03	Inability to Determine Rates		67
3.04	Increased Costs; Reserves on Eurodollar Rate Loans		68
3.05	Compensation for Losses		70
3.06	Mitigation Obligations; Replacement of Lenders		70
3.07	Survival		70
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions to Initial Credit Extension		71
4.02	Conditions to all Credit Extensions		73

i

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws	74
5.02	Authorization; No Contravention	74
5.03	Governmental Authorization; Other Consents	74
5.04	Binding Effect	75
5.05	Financial Statements; No Material Adverse Effect	75
5.06	Litigation	76
5.07	No Default	76
5.08	Ownership of Property; Liens; Investments	76
5.09	Environmental Compliance	77
5.10	Insurance	78
5.11	Taxes	78
5.12	ERISA Compliance	78
5.13	Subsidiaries; Equity Interests; Loan Parties	79
5.14	Changes in Name, Jurisdiction of Formation and Structure; Tradenames	79
5.15	Margin Regulations; Investment Company Act	79
5.16	Disclosure	79
5.17	Intellectual Property; Licenses, Etc	79
5.18	Solvency	80
5.19	Casualty, Etc	80
5.20	Collateral Matters	80
5.21	Labor Matters	80
5.22	Deposit or Securities Accounts	80
5.23	Fees and Commissions	80
5.24	Material Contracts	81
5.25	HIPAA Compliance	81
5.26	Additional Healthcare Matters	82
5.27	Third Party Payors	83
5.28	Principal Payors	84
5.29	Management Services Agreement	84
5.30	Foreign Assets Control Regulations and Anti-Money Laundering	84
5.31	Use of Proceeds	85
5.32	Holding Company	85
5.33	Beneficial Ownership Certification	85
5.34	EEA Financial Institution	85
5.35	Borrower ERISA Status	85
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01	Financial Statements	85
6.02	Certificates; Other Information	86
6.03	Notices	87
6.04	Payment of Obligations	88
6.05	Preservation of Existence, Etc	88
6.06	Maintenance of Properties	88
6.07	Insurance and Disaster Recovery	88
6.08	Compliance with Laws	89
6.09	Books and Records	89
6.10	Inspection Rights	89

ii

6.11	Use of Proceeds	89
6.12	Covenant to Guarantee Obligations and Give Security	89
6.13	Compliance with Environmental Laws	91
6.14	Payment of Taxes, Etc	91
6.15	Further Assurances	91
6.16	Cash Management Systems	91
6.17	Lender Meeting	92
6.18	Material Contracts	93
6.19	Management Changes	93
6.20	Management Services Agreement	93
6.21	[Reserved]	93
6.22	Healthcare Reimbursement Exclusions	93
6.23	Medicare/Medicaid Communications	94
6.24	Non-Compliance	94
6.25	Medicare Investigations	94
6.26	Healthcare Related Matters	94
6.27	Compliance Plan	94
6.28	Related Documents	95
6.29	Sanctions	95
6.30	Compliance with Terms of Leaseholds	95
6.31	CIA Compliance	95
6.32	Interest Rate Protection	95
	ARTICLE VII
	NEGATIVE COVENANTS
7.01	Liens	95
7.02	Indebtedness	97
7.03	Investments	98
7.04	Fundamental Changes	99
7.05	Dispositions	99
7.06	Restricted Payments	101
7.07	Change in Nature of Business	101
7.08	Transactions with Affiliates	101
7.09	Burdensome Agreements	102
7.10	Amendments of Organization Documents and Agreements	102
7.11	Accounting Changes	102
7.12	Prepayments, Etc	102
7.13	Prepayments and Amendments	102
7.14	Partnerships, Etc	103
7.15	Speculative Transactions	103
7.16	Formation of Subsidiaries	103
7.17	Negative Pledge	103
7.18	Changes in Locations; Name, etc	103
7.19	Holdings	104
7.20	Financial Covenants	104
7.21	ERISA	104
7.22	Cash Management	105
7.23	OFAC; USA Patriot Act	105
7.24	Sale and Leaseback Transactions	105
7.25	Hazardous Materials	105

iii

	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default	105
8.02	Remedies Upon Event of Default	107
8.03	Application of Funds	108
	ARTICLE IX
	ADMINISTRATIVE AGENT
9.01	Appointment and Authority	109
9.02	Rights as a Lender	109
9.03	Exculpatory Provisions	110
9.04	Reliance by Administrative Agent	111
9.05	Delegation of Duties	111
9.06	Resignation of Administrative Agent	112
9.07	Non-Reliance on Administrative Agent and Other Lenders	113
9.08	No Other Duties, Etc	113
9.09	Administrative Agent May File Proofs of Claim	113
9.10	Collateral and Guaranty Matters	114
9.11	Secured Cash Management Agreements and Hedge Agreements	115
9.12	Withholding Taxes	115
9.13	Lender ERISA Representation	116
	ARTICLE X
	MISCELLANEOUS
10.01	Amendments, Etc	117
10.02	Notices and Other Communications; Facsimile Copies	118
10.03	No Waiver; Cumulative Remedies	120
10.04	Expenses; Indemnity; Damage Waiver	120
10.05	Payments Set Aside	122
10.06	Successors and Assigns	122
10.07	Treatment of Certain Information; Confidentiality	127
10.08	Right of Setoff	127
10.09	Interest Rate Limitation	128
10.10	Counterparts; Integration; Effectiveness	128
10.11	Survival of Representations and Warranties	128
10.12	Severability	128
10.13	Replacement of Lenders	129
10.14	Governing Law; Jurisdiction; Etc	129
10.15	Waiver of Jury Trial	130
10.16	USA Patriot Act and Canadian AML Acts’ Notice	130
10.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	131
10.18	Additional Titles	131
10.19	Judgment Currency	131
SIGNATURES		S-1

iv

SCHEDULES

1.01	Guarantors
2.01	Commitments and Applicable Percentages
5.05	Supplement to Interim Financial Statements
5.08(b)	Existing Liens
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.08(e)	Existing Investments
5.09(c)	Environmental Compliance
5.12	ERISA Plans
5.13	Subsidiaries and Other Equity Investments; Loan Parties
5.14	Changes in Name, State of Formation and Structure; Tradenames
5.17	Intellectual Property Matters
5.22	Deposit or Securities Accounts
5.23	Fees and Commissions
5.24	Material Contracts
5.26	Additional Healthcare Matters
5.27	Third Party Payors
5.28	Principal Payors
7.01(b)	Existing Liens
7.02	Outstanding Indebtedness
7.03(f)	Existing Investments
7.14	Partnerships
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of
A-1	Committed Loan Notice
A-2	Committed Repayment Loan Notice
A-3	Swing Line Loan Notice
B-1	Term Note
B-2	Revolving Credit Note
C	Compliance Certificate
D	Assignment and Assumption
E	Security Agreement

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Compass Bank d/b/a BBVA Compass, as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).

RECITALS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) a term loan facility in an initial aggregate principal amount of $100,000,000 and (ii) a revolving credit facility in an initial aggregate principal amount of $30,000,000, which will include sublimits for (x) the making of one or more Letters of Credit from time to time and (y) Swing Line Loans. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Account Debtor” means any Person who is obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Acquisition Agreement” means that certain Share Purchase Agreement, dated as of July 31, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which Dr. Thomas Fix acquired, directly or indirectly, all of the issued and outstanding capital stock of Rose Radiology Centers, Inc. from Dr. Manuel Rose, as the benefits of such Share Purchase Agreement were assigned by Dr. Thomas Fix to FL Holdings on or around the date hereof.

“Activities” has the meaning set forth in Section 9.02(a).

“Additional Lender” has the meaning set forth in 2.14(b).

“Administrative Agent” means Compass Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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“Administrative Agent Fee Letter” means that certain letter agreement, dated as of June 8, 2018, by and between the Borrower, BSI and the Administrative Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent’s Group” has the meaning set forth in Section 9.02(a).

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means, as the context may require in reference to all Facilities hereunder, the aggregate Commitments of all the Lenders hereunder and, in reference to any particular Facility hereunder, the aggregate Commitments of all the Lenders under such Facility.

“Agreement” means this Credit Agreement, as amended, modified or supplemented from time to time.

“Akumin FL” means Akumin FL, LLC, a Florida limited liability company and wholly-owned direct Subsidiary of the Borrower that owns and operates four Florida clinics disclosed to the Administrative Agent and the Lenders.

“Akumin FL Loans” means all of the advances and loans made by the Borrower pursuant to the Akumin FL Note.

“Akumin FL Note” means that certain Amended and Restated Grid Note dated May 11, 2018 by Akumin FL to the Borrower in a maximum aggregate amount of $5,000,000.

“Akumin FL Security Agreement” means that certain Security Agreement dated April 5, 2018 among SRA Ventures, Inc., a corporation formed under the laws of Florida, MTL Investments, LLC, a limited liability company formed under the laws of Florida, and Advanced Imaging of Port Charlotte, LLC, a limited liability company formed under the laws of Florida, in favor of the Borrower, which security agreement was assumed by Akumin FL, LLC in connection with (and as security for) the Akumin FL Note on or about May 11, 2018.

“Alaris Note” means Indebtedness of Akumin FL evidenced by a subordinated note and security agreement dated May 11, 2018 owing to Alaris USA Inc. in an aggregate principal amount not to exceed (i) $1,500,000 plus (ii) the amount of the earn-out obligation owing to Alaris USA Inc., which earn-out obligation shall not exceed $4,000,000, for a total aggregate principal amount not to exceed $5,500,000.

“Alaris Subordination Agreement” means that certain Subordination Agreement dated May 11, 2018 pursuant to which the obligations of Akumin FL to Alaris USA Inc. pursuant to the Alaris Note are subordinated to the obligations of Akumin FL to the Borrower under the Akumin FL Note.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment under all Facilities at such time or, the percentage (carried out to the ninth decimal place), of the Aggregate Commitments under any particular Facility represented by such Lender’s Commitment under

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such Facility at such time. If the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Term Lender to make Term Loans have been terminated pursuant to Section 8.02, or if the Term Commitments have expired, then the Applicable Percentage of each Term Lender in respect of the Term Facility shall be determined based on the Applicable Percentage of such Term Lender in respect of the Term Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal year ending December 31, 2018, [Percentage redacted for confidentiality reasons.] per annum for Base Rate Loans and [Percentage redacted for confidentiality reasons.] per annum for Eurodollar Rate Loans and Letter of Credit Fees and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate (Letters of Credit)		Base Rate	Commitment Fee
I	< 1.50:1		[Percentages redacted for confidentiality reasons.]
II	> 1.50:1 but < 2.25:1
III	> 2.25:1 but < 3.00:1
IV	> 3.00:1

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Administrative Agent, Pricing Level IV shall apply in respect of the Term Facility and the Revolving Credit Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term Facility, or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

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“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BSI in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the 15-month period ended December 31, 2017, and the related consolidated statements of operations and cash flows for such period, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the Revolving Credit Facility Termination Date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means the U.S. Bankruptcy Code of 1978, as amended.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus [Percentage redacted for confidentiality reasons.], (b) the rate of interest in effect for such day as publicly announced from time to time by Compass Bank as its “prime rate”, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%; provided that if the Base Rate at any time shall be less than 1.00%, such rate shall be deemed to be 1.00% for all purposes under this Agreement. The “prime rate” is a rate set by Compass Bank based upon various factors including Compass Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. Any change in the “prime rate” by Compass Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required under the Laws to close and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Canadian AML Acts” means applicable Canadian Law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof.

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United Nations Al-Qaida and Taliban Regulations as published by the Office of the Superintendent of Financial Institutions Canada.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding sales and trade-ins of capital medical equipment and normal replacements and maintenance which are properly charged to current operations).

“Capitalized Leases” means all leases that have been or should be, in accordance with IFRS, recorded as capitalized leases.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;

(c) commercial paper in an aggregate amount of no more than $500,000 per issuer outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with IFRS as current assets of Holdings or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and other cash management services.

“CCP” has the meaning set forth in Section 6.27.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“C.F.R.” has the meaning specified in Section 5.25.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided, however, that for purposes of this

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Agreement, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, rules, requests, guidelines and directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canada or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means, an event or series of events by which:

(a)

(i) at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than fifty percent (50%) of the Equity Interests of Holdings entitled to vote in the election of members of the board of directors (or equivalent governing body) of Holdings on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(ii) at any time during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Holdings cease (other than as a result of changes resulting from corporate governance requirements applicable to the Holdings) to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(b) Holdings shall cease, directly or indirectly, to own and Control legally and beneficially all of the Equity Interests in Borrower; or

(c) Borrower or any Subsidiary of Borrower shall cease, directly or indirectly, to own and Control legally and beneficially each of the Equity Interests in its Subsidiaries or Minority Investments owned, directly or indirectly, by it as of the Closing Date except as permitted by this Agreement.

“Closing Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” means the Collateral Agent under the Security Agreement.

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“Collateral Assignment of Acquisition Documents” means the Assignment of Agreement, dated as of the Closing Date, relating to the Acquisition Agreement, made by FL Holdings to and for the benefit of the Administrative Agent, on behalf of and for the benefit of itself and the Lenders.

“Collateral Assignment of Management Services Agreements” means each Collateral Assignment of Agreements relating to a Management Services Agreement, dated as of the Closing Date, and any other collateral assignment of any Management Services Agreements entered into after the Closing Date.

“Collateral Assignment of Related Documents” means each Collateral Assignment of Agreements, dated as of the date hereof, by Borrower and FL Holdings related to the Related Documents.

“Collateral Assignment of Akumin FL Note” means that certain Collateral Assignment of Akumin FL Note dated as of the date hereof, by Borrower in favor of the Administrative Agent related to the Akumin FL Note, the Akumin FL Security Agreement and the Akumin FL Subordination Agreement.

“Collateral Assignment of Transfer Restriction Agreements” means each Collateral Assignment of Agreements relating to a Transfer Restriction Agreement, dated as of the Closing Date, and any other collateral assignment of any Transfer Restriction Agreement entered into after the Closing Date.

“Collateral Documents” means, collectively, the Security Agreements, the Collateral Assignment of Management Services Agreements, Collateral Assignment of Transfer Restriction Agreements, the Collateral Assignment of Acquisition Documents, Collateral Assignment of Related Documents, the Collateral Assignment of Akumin FL Note, the Pledge Agreement, any Landlord Waiver, each of the mortgages, collateral assignments, Security Agreement Supplements, intellectual property security agreements, security agreements, joinders, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collection Accounts” has the meaning set forth in Section 6.16(a)(i).

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) Initial Term Loan Borrowing, (b) Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1.

“Committed Repayment Loan Notice” means a notice of repayment of a Loan, which shall be substantially in the form of Exhibit A-2.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Concentration Account” has the meaning set forth in Section 6.16(b)(ii).

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“Consolidated Adjusted EBITDA” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, in each case to the extent deducted (or not included) in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid or payable by Holdings and its Subsidiaries for such period (after giving effect to any tax credit or tax refunds for such period), (iii) depreciation and amortization expense, (iv) other non-recurring expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) [reserved], (vi) other unusual or non-recurring cash expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income approved by the Administrative Agent in writing and (vii) (A) adjustments and addbacks set forth in any quality of earnings analysis acceptable to the Administrative Agent in its sole discretion prepared by independent registered public accountants of recognized national or regional standing or any other accounting firm reasonably acceptable to the Administrative Agent and delivered to the Administrative Agent in connection with any Investment permitted hereunder or consented to by the Administrative Agent hereunder, and (B) in connection with any Investment permitted hereunder or consented to by the Administrative Agent hereunder regarding which a quality of earnings analysis described in clause (A) immediately above is not obtained, adjustments and addbacks acceptable to the Administrative Agent in its reasonable discretion; minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all noncash items increasing Consolidated Net Income for such period and (ii) for any Non-Wholly Owned Subsidiary, the Minority Interest Allocation of the earnings before interest, Taxes, depreciation and amortization (calculated in a manner consistent with this calculation of Consolidated Adjusted EBITDA other than this clause (b)(ii)) for such Person.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with IFRS after deducting any appropriate and adequate reserves therefor in conformity with IFRS (but excluding cash and Cash Equivalents).

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with IFRS, excluding (i) the current portion of any long term Indebtedness and (ii) other Indebtedness with a stated maturity of less than one (1) year that is outstanding at such time.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) determined for Holdings and its Subsidiaries on a consolidated basis equal to:

(a) the sum, without duplication, of the amounts for such period of:

(i) Consolidated Adjusted EBITDA, plus

(ii) the Consolidated Working Capital Adjustment, plus

(iii) Federal, state, local and foreign income tax refunds actually received in cash; minus

(b) the sum, without duplication, of the amounts for such period of:

(i) scheduled repayments of the Loans and other Indebtedness permitted by Section 7.02, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and are neither made with the proceeds of long-term indebtedness nor otherwise occur in connection with a refinancing of all or any portion of such Indebtedness; plus

(ii) unfinanced Capital Expenditures paid in cash; plus

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(iii) Consolidated Interest Charges paid in cash, plus

(iv) Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid in cash, plus

(v) to the extent added back in the definition of “Consolidated Adjusted EBITDA”, and without duplication, any one-time reasonable fees, expenses or charges incurred in connection with the Transactions, which such fees, expenses or charges are approved by the Administrative Agent, are paid in cash, are for services performed and, in each case, are invoiced within 30 days of the Closing Date.

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated Adjusted EBITDA plus (ii) rentals payable under leases of real or personal, or mixed property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals) less (iii) the aggregate amount of all unfinanced Capital Expenditures made in cash during such period (other than the Minority Interest Allocation of such cash Capital Expenditures) less (vi) the aggregate amount of federal, state, local and foreign income Taxes, including (if applicable) Permitted Tax Payments, actually paid in cash during such period (net of any cash refund in respect of Taxes actually received during such period) to (b) Consolidated Fixed Charges, in each case, of or by Holdings and its Subsidiaries for the most recently completed period of four complete Fiscal Quarters ending on such date.

“Consolidated Fixed Charges” means, for any period of measurement, (i) the sum, without duplication, of (a) Consolidated Interest Charges paid in cash during such period, (b) the aggregate principal amount (or the equivalent thereto) of all Required Principal Payments and all required prepayments, repurchases, redemptions or similar acquisitions for value of other Consolidated Total Debt made during such period, (c) the aggregate amount of all Restricted Payments (excluding Permitted Tax Payments and Restricted Payments made pursuant to Section 7.06(a)) made by or on behalf of Holdings and its Subsidiaries during such period to owners of Equity Interests thereof other than to Holdings or a Subsidiary or payable solely in the common stock or other common Equity Interests of such Person, and (d) rentals payable during such period under leases of real or personal, or mixed, property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals).

“Consolidated Interest Charges” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of Holdings and its Subsidiaries in connection with Consolidated Total Debt (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with IFRS and (b) the portion of rent expense of Holdings and its Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with IFRS.

“Consolidated Net Income” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the net income of Holdings and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period in accordance with IFRS; provided that in any event (a) Consolidated Net Income shall exclude (without duplication) (i) any income (or loss) for such period for any Person that is not a Subsidiary except to the extent of the aggregate amount of such net income actually distributed in cash by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution and (ii) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (A) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (B) would be subject to any Taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or Taxes and (b) Consolidated Net Income shall include any cash distributions received from or on account of an Investment in a Person that is not a Subsidiary to the extent not otherwise included in calculating net income in accordance with IFRS for such period or any other period.

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“Consolidated Total Debt” means, as at any date of determination, without duplication: (a) the aggregate amount of all Indebtedness of Holdings and its Subsidiaries on a consolidated basis determined in accordance with IFRS; (b) the aggregate outstanding amount, without duplication, of Attributable Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis; and (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated Adjusted EBITDA for the period of the four (4) prior Fiscal Quarters ending on or most recently prior to such date.

“Consolidated Working Capital” means, as at any date of determination, the excess (or deficiency, as the case may be) of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the end of the immediately preceding period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Bid” has the meaning set forth in Section 9.09(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means when used with respect to Obligations, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum.

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“Defaulting Lender” means, subject to Section 2.12(b), any Lender that (a) has failed to fund any portion of the Term Loans or the Revolving Credit Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower, the L/C Issuer, the Swing Line Lender or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required under Section 10.06(c)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Holdings, any of Holdings’ Affiliates or Subsidiaries, Minority Investments or any Professional Services Affiliate.

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“Environmental Laws” means any and all Federal, state, provincial, territorial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries or Minority Investments directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock or convertible debentures of (or other ownership or profit interests in) such Person, all of the warrants, options, convertible debentures or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities (including convertible debentures) convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights, convertible debentures or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, together with all voting, management and other rights pertaining to any of the foregoing.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by the United States Department of Labor, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan; (b) the failure with respect to any Pension Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA as a result of the termination of any Pension Plan; (f) (i) the receipt by any Loan Party or any ERISA Affiliate from the PBGC of a notice of determination that the PBGC intends to seek termination of any Pension Plan or to have a trustee appointed for any Pension Plan, or (ii) the filing by any Loan Party or any ERISA Affiliate of a notice of intent to terminate any Pension Plan under Section 4041(c) of ERISA; (g) the incurrence by any Loan Party or any ERISA Affiliate of any liability (i) with respect to a Pension Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect

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to a facility closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning of Title IV of ERISA; (i) the failure of any Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (j) the imposition of any lien on any right, property or asset pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions of the Code or to Section 436(f) of the Code or to Sections 412 and 430 of the Code; (k) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, in connection with any Plan; (l) the receipt from the Internal Revenue Service of notice of the failure of any Plan to qualify under Section 401(a) of the Code, or notice of the failure of any trust forming part of any Plan to qualify for exemption from taxation under Section 501(a) of the Code; (m) the failure of any Plan to be in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; or (n) the occurrence of a non-exempt “prohibited transaction” with respect to which any Loan Party or any ERISA Affiliate is a “disqualified person” or a “party in interest” (within the meaning of Section 4975 of the Code or Section 406 of ERISA, respectively) or which is reasonably be expected to result in a material liability to any Loan Party or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) the London Interbank Offered Rate, as determined by ICE Benchmark Administration Limited (ICE) (or any successor or substitute therefor) for Dollar deposits for such Interest Period as obtained by the Administrative from Reuter’s, Bloomberg or another commercially available source as may be designated by the Administrative Agent from time to time (“LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum obtained by dividing (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

provided that to the extent a successor or substitute rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to, the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. Notwithstanding the foregoing, if the Eurodollar Rate (as used for any purpose) shall be less than 0.00%, such rate shall be deemed 0.00% for purposes of this Agreement. “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” means any of the events described in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Excluded Accounts” means (a) any deposit account that is a zero balance account, (b) any deposit account so long as the average daily balance in such deposit account, together with the average daily balance of all such other deposit accounts excluded pursuant to clause (b) of this definition at any time, does not exceed $250,000, and (c) any deposit account or securities account that is solely used for the holding of (i) funds used for payroll and payroll Taxes and other employee benefit payments to or for the benefit of a Loan Party’s employees, (ii) Taxes required to be collected, remitted or withheld (including federal, state or provincial withholding Taxes (including the employer’s share thereof)), and (iii) funds which any Loan Party holds in trust or as an escrow or fiduciary for another Person that is not a Loan Party.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) as the result of any other present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed by the United States, (c) any United States Federal withholding Taxes imposed under FATCA, (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Sections 3.01(a) or (b) and (e) any withholding tax that is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(g).

“Existing CIA” means, collectively, that certain Corporate Integrity Agreement dated effective June 29, 2016, by and between Preferred Imaging Centers, LLC (a predecessor to Preferred Medical Imaging, LLC) and the Office of Inspector General of the United States Department of Health and Human Services, as such agreement may be amended, modified or supplemented, and that certain Corporate Integrity Agreement dated effective December 23, 2015 by and between Office of Inspector General of the United States Department of Health and Human Services and Rose Radiology Centers, Inc. and Manuel S. Rose, M.D., as such agreement may be amended, modified or supplemented.

“Existing Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of August 19, 2017, by and among the Borrower, Akumin Holdings, Corp., a Delaware corporation, the Lenders (as defined therein) party thereto and Siemens Financial Services, Inc., as Administrative Agent (as defined therein), as further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, funds received pursuant to the indemnification provisions of the Acquisition Agreement, or any funds received for whatever purposes under the Related Documents, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility” means the Term Facility or the Revolving Credit Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be a rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) approximating such rate as determined by the Administrative Agent.

“Fee Letters” means the Administrative Agent Fee Letter and any other fee letter entered into between the Borrower and any Secured Party.

“Financial Model” means the financial model giving effect to the Transactions and based on the Loan Parties’ actual results through the end of March 31, 2018 that has been delivered to the Administrative Agent on or about the date hereof.

“Fiscal Quarter” means a fiscal quarter ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31st.

“FL Holdings” means Tri-State Imaging FL Holdings, LLC, a Florida limited liability company and a Subsidiary of the Borrower.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to

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other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, including any special purpose vehicle that issues (or intends to issue) notes or other securities in a collateralized loan transaction or collateralized debt transaction.

“Government Collections Accounts” has the meaning set forth in Section 6.16(b)(i).

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(j).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings and its Material Subsidiaries (other than the Borrower) and Professional Services Affiliates listed on Schedule 1.01, and each other Person that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means each of the Parent Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Healthcare Laws” means all federal, state, provincial and territorial Laws relating to the regulation, provision or administration of, or payment for, healthcare products or services, including, but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), the Stark Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C. Section 1071 et seq.), Sections 1320a-7 and 1320 a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (ii) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”, as amended by the HITECH Act), (Pub. L. No. 104-191) and the regulations promulgated thereunder; (iii) Medicare, and the regulations promulgated thereunder; (iv) Medicaid, and the regulations promulgated thereunder; (v) the Canada Health Act, the Food and Drugs Act (Canada) and the Controlled Drugs and Substances Act (Canada) and the regulations promulgated thereunder; (vi) quality and safety laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (vii) licensure laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (viii) state, provincial and territorial workers compensation laws; (ix) telemedicine laws; (x) other laws and regulations regarding confidentiality, security, or privacy (including state data breach laws) related to protected health information and other sensitive health information; and (xi) any and all other applicable healthcare laws or regulations, including those related to the corporate practice of medicine restrictions or prohibitions, or fee-splitting, as each of (i) through (xi) as may be amended from time to time.

“Hedge Agreement” means a Swap Contract permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

“HIPAA” has the meaning provided in the definition of Healthcare Laws.

“HIPAA Rule” has the meaning specified in Section 5.25.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act.

“Holdings” has the meaning set forth in the Preamble hereto.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Increase Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Increase” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

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(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than sixty (60) days after the date on which each such trade payable or account payable was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Initial Term Loan” and “Initial Term Loans” have the meanings specified in Section 2.01(a).

“Interest Payment Date” means: (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the first Business Day of each calendar month and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

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(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d) the first Interest Period shall end on the last Business Day of the calendar month in which the Closing Date occurs.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means, with respect to a particular Letter of Credit, (a) BBVA in its capacity as issuer of such Letter of Credit, or any successor issuer thereof, or (b) any Lender selected by the Borrower (with the prior consent of the Administrative Agent, which shall not be unreasonably withheld) to replace a Lender who is a Defaulting Lender at the time of such Lender’s appointment as an L/C Issuer (provided that no Lender shall be required to become an L/C Issuer pursuant to this subclause (b) without such Lender’s consent), or any successor issuer thereof.

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“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Landlord Waiver” means each landlord waiver delivered to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

“Laws” means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lender Counterparty” means any Lender or Affiliate of a Lender party to a Hedge Agreement or Cash Management Agreement.

“Lending Office” means, as to any Lender, initially the office or offices of such Lender designated as such on the signature page of such Lender or in the Assignment and Assumption by which it became a party to this Agreement, and thereafter, such other office of such Lender or such Eligible Assignee as may be designated in writing to the Administrative Agent and the Borrower by such Lender or Eligible Assignee.

“Letter of Credit” means any standby letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Leverage Step-Up” has the meaning provided in Section 7.20(a).

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

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“LIBOR Reserve Percentage” means, for any day, the percentage, as determined in good faith by the Administrative Agent, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurodollar funding (currently referred to as “Eurocurrency liabilities”) of a member bank in such system.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), hypothec, charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any Permitted Acquisition financed in whole or in part with a substantially concurrent incurrence of Incremental Term Loans or Term Loan Increases, but the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Collateral Documents, the Fee Letters and each other document or agreement entered into in connection with the transactions contemplated hereby.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Loan Party Claims” has the meaning specified in Section 5.27(d).

“Management Services Agreements” means an agreement, however styled, between (a) the Borrower, on the one hand, and (b) a PC Entity, on the other hand, pursuant to which the Borrower provides management services or similar services to such PC Entity. For purposes of this Agreement, all references to Management Services Agreements shall also include all such related documents necessary to ensure that each relationship with each PC Entity meets the PC Entity Requirements.

“Material Acquisition” has the meaning specified in Section 7.20(a).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any one year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“Material Payor” has the meaning specified in Section 5.28.

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“Material Subsidiary” means any Subsidiary of the Borrower organized under the laws of the United States or Canada or any political subdivision thereof and are specifically disclosed on Schedule 1.01 hereto; provided, however, that if at any time there are Subsidiaries which are not classified as “Material Subsidiaries” but which collectively (i) generate more than 5% of Consolidated Adjusted EBITDA on a pro forma basis or (ii) have tangible assets (including Equity Interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis, then the Borrower shall promptly designate, or cause to be designated, one or more of such Subsidiaries as Material Subsidiaries and cause any such Subsidiaries to comply with the provisions of Section 6.12 such that, after such Subsidiaries become Guarantors hereunder, the Subsidiaries that are not Guarantors shall (A) generate less than 5% of Consolidated Adjusted EBITDA and (B) have tangible assets of less than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis.

“Maturity Date” means the Revolving Credit Facility Termination Date or the Term Loan Maturity Date, as applicable.

“Maximum Rate” has the meaning specified in Section 10.09.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(ii) or (a)(v), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Minority Interest Allocation” means, with respect to any measurement hereunder related to any Non-Wholly Owned Subsidiary, the portion of such amount that is allocable (based on the percentage of Equity Interests held in such Non-Wholly Owned Subsidiary) to Persons other than Holdings or any of its Subsidiaries.

“Minority Investment” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity which is not a Subsidiary of such Person but of which any shares of securities or other interests are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Minority Investment” or to “Minority Investments” shall refer to a Minority Investment or Minority Investments of the Borrower.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” “Multiemployer Plan” means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by Holdings or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of Holdings or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by Holdings or such Subsidiary in connection with such transaction and (C) income Taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; and

(b) with respect to the sale or issuance of any Equity Interest by Holdings or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by Holdings or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by Holdings or such Subsidiary in connection therewith.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Wholly Owned Subsidiary” means any Person regarding which Holdings or any Subsidiary of Holdings owns less than 100% of the Equity Interests and which Person is consolidated with Holdings and its Subsidiaries under IFRS.

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, Hedge Agreement or Secured Cash Management Agreement or otherwise with respect to any Loan, Hedge Agreement or Secured Cash Management Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document, (b) the obligation of any Loan Party to

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reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party and (c) the obligation to pay for early termination of any Hedge Agreements. Notwithstanding any other provision of any Loan Document, the Obligations of any Guarantor shall not include any Excluded Swap Obligations solely of such Guarantor.

“OFAC” has the meaning specified in Section 5.30(a).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)) or which are Excluded Taxes.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Parent Guaranty” means that certain parent guaranty dated as of the Closing Date and entered into by Holdings and Akumin Holdings Corp., in favor of the Secured Parties.

“Participant” has the meaning specified in Section 10.06(e).

“Participant Register” has the meaning specified in Section 10.06(d).

“Payor” shall mean any insurer (including Affiliates of such insurers), third party administrator, employer, union trust, federal, state, provincial or territorial governmental program (including but not limited to any Third Party Payor Program) or other similar consumer of health care services that has authorized any of the Loan Parties to serve as a provider of health care services to the Payor’s members, beneficiaries, participants or the like.

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“PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“PC Entity” means any Person (other than a natural Person), including any professional corporation, professional association, limited liability company or limited partnership, providing medical, healthcare or related professional services, to the extent any applicable requirement of Law provides that the ownership of such Person shall be limited to appropriately licensed professionals (natural persons or professional corporations or similar entities which are wholly-owned by natural persons) who are duly licensed or otherwise legally authorized to render the specific professional services for which the Person is organized.

“PC Entity Requirements” means receipt and satisfactory review by the Administrative Agent of the following related to a PC Entity: (i) ownership structure; (ii) an executed management services agreement, which terms shall include, but not be limited to, acceptable term and termination provisions, prohibitions on assignment by the PC Entity with no restrictions on assignment by the Borrower, purchase provisions allowing the Borrower (or other nominee designated by the Borrower) to buy all assets of the PC Entity at a nominal price and a requirement that the PC Entity enter into cash management arrangements providing its PC Entity full dominion over such cash in a manner satisfactory to the Administrative Agent, including sweep agreements, (iii) stock transfer restriction agreements, (iv) non-compete and non-solicit agreements with the primary physician employees and physician owners of the PC Entity responsible for providing all or substantially all of such PC Entity’s professional services, including Holdings, which non-compete and non-solicit agreements shall be in force during the term of each such party’s relationship with the PC Entity and for a period of not less than 24 months following termination of such Person’s relationship with the PC Entity for any reason and (v) such other items that may be required by the Administrative Agent in connection with a PC Entity unless such items do not comply with applicable Laws in the reasonable opinion of health care regulatory counsel for the Borrower.

“Pension Plan” means an employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

“Permitted Acquisition” means any non-hostile Acquisition that meets all of the following requirements:

(a) no less than ten (10) Business Days prior to the proposed closing date of such Acquisition (or such later date as may be approved by the Administrative Agent), the Borrower shall have delivered written notice of such Acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such Acquisition;

(b) the board of directors or other similar governing body of the Person to be acquired or whose assets or division or other relevant business are to be acquired) shall have approved such Acquisition (and, if requested, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, of such approval);

(c) the Person or business to be acquired, or the relevant assets and their use, shall be in a line of business consistent with the business of the Borrower and its Subsidiaries as conducted immediately prior to such Acquisition, and shall not violate Section 7.07;

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(d) if such Acquisition is a merger or consolidation, then (i) if the Borrower or a Guarantor is a party thereto, the surviving Person shall be the Borrower or such Guarantor (or such surviving Person shall, in the case of a merger with a Guarantor, become a Guarantor and otherwise comply with the ensuing clause (e)), (ii) if a Subsidiary that is not a Guarantor is a party thereto, unless the surviving Person becomes a Subsidiary Guarantor and complies with the requirements of the ensuing clause (e), such Acquisition and the ensuing Investment shall satisfy, and shall be made within the limits and conditions of, Section 7.03(j) and (iii) no Change of Control shall have been effected thereby;

(e) to the extent applicable, all documents required to be delivered and other actions required to be taken with respect to such acquired Person and assets pursuant to Section 6.12 shall have been or will be delivered and taken in accordance with such Section 6.12 within the time periods prescribed therein;

(f) (i) the Borrower is in compliance, on a pro forma basis (giving effect thereto and to all other pro forma adjustments, including any incurrence or repayment of Indebtedness) as of the closing date of the Acquisition, with each financial covenant contained in Section 7.20 (in the case of the Consolidated Total Leverage Ratio, after giving effect to a Leverage Step-Up being elected in connection with such Acquisition) and (ii) in the event the Consolidated Total Leverage Ratio required as of the last day of the Fiscal Quarter in which such Acquisition occurs is greater than 3.50 to 1.00 (after giving effect to a Leverage Step-Up being elected in connection with such Acquisition), then the Consolidated Total Leverage Ratio, on a pro forma basis (giving effect thereto and to all other pro forma adjustments, including any incurrence or repayment of Indebtedness) as of the closing date of the Acquisition, shall be no greater than 0.25 below the then applicable ratio set forth in Section 7.20(a) (after giving effect to a Leverage Step-Up being elected in connection with such Acquisition); provided that if such Acquisition is a Limited Condition Acquisition, then at the request of the Borrower and if approved by the lenders providing such Incremental Term Loan or Term Loan Increase and the Administrative Agent, this condition may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Acquisition, subject to the provisions of Section 2.14(d)(i)(C);

(g) if the total consideration for any such Acquisition (or series of related Acquisitions) exceeds $20,000,000 (excluding the value of any post-closing earn-out or other contingent consideration), then (i) no later than five (5) Business Days prior to the proposed closing date of such Acquisition (or such shorter period as may be agreed to by the Administrative Agent) the Borrower, to the extent requested by the Administrative Agent or Required Lenders, (A) shall have delivered to the Administrative Agent promptly upon the finalization thereof copies of substantially final documentation related to such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (B) shall have delivered to, or made available for inspection by, the Administrative Agent substantially complete diligence information with respect to the target Person or assets of such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (C) shall have delivered to the Administrative Agent a Compliance Certificate for the most recent Fiscal Quarter end preceding such Acquisition for which financial statements have been (or are required to have been) delivered demonstrating, in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, compliance with clause (f) above, and (D) shall have delivered to the Administrative Agent a quality of earnings report prepared by an accounting firm mutually agreed upon by the Borrower and Administrative Agent, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, and (ii) prior to the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer certifying that all of the requirements set forth in

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this definition have been satisfied or will be satisfied on or prior to the consummation of such purchase or other Acquisition and (B) such other documents and other information as may be reasonably requested by the Administrative Agent in connection with such purchase or other Acquisition;

(h) no Default shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; provided that if such Acquisition is a Limited Condition Acquisition financed with proceeds of a substantially concurrent Incremental Term Loan or Term Loan Increase, this subsection (h) shall be satisfied upon satisfaction of Section 2.14(d)(i)(B);

(i) the Borrower shall demonstrate, in form and substance reasonably satisfactory to the Administrative Agent, that the entity to be acquired had positive Consolidated Adjusted EBITDA for the four (4) Fiscal Quarter period ended immediately prior to the proposed closing date of such Acquisition; and

(j) after giving effect to the Acquisition, at least $5,000,000 in availability shall exist under the Revolving Credit Facility; provided that for purposes of this clause (j), the amount of cash and Cash Equivalents of the Borrower and the other Loan Parties on hand at such time shall be included in the calculation of such availability.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; and (c) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA.

“Permitted Tax Payments” means Restricted Payments made pursuant to Section 7.06(f).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or to which any Loan Party has any liability, contingent or otherwise, or with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Pledge Agreement” means (i) that certain pledge agreement dated as of the date hereof by Dr. Thomas Fix in favor of the Administrative Agent, as the same may be amended from time to time, and (ii) each other pledge agreement entered into in favor of the Administrative Agent relating to the ownership of a Professional Services Affiliate, any Subsidiary or any Minority Investment.

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“Pledged Debt” has the meaning specified in Section 1(d)(iv) of the Security Agreements.

“PMI Acquisition Agreement” means that certain Share Purchase Agreement dated as of August 9, 2017 between Borrower and Preferred Medical Holdings, LLC, among others.

“PMI Management Promissory Notes” means the “Management Promissory Notes” as defined in the PMI Acquisition Agreement.

“PPSA” has the meaning specified in the applicable Security Agreement.

“Process Agent” has the meaning set forth in Section 10.14(d).

“Professional Services Affiliate” means any PC Entity that has entered into a Management Services Agreement with the Borrower or one of its Subsidiaries or Minority Investments. For the avoidance of doubt, any Professional Services Affiliate of a Subsidiary of the Borrower shall be a Professional Services Affiliate of the Borrower.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 10.06(d).

“Related Documents” means the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Related Transactions” means those transactions contemplated by the Related Documents.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Lenders that are not Affiliates, Required Lenders shall include at least two Lenders that are not Affiliates.

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“Required Principal Payments” means the sum of all regularly scheduled principal payments of outstanding Loans made during such period.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries or Minority Investments, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Facility Termination Date” means the earliest of (a) August 15, 2023, (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.04 or 8.02, and (c) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Revolving Credit Increase” has the meaning specified in Section 2.14(a).

“Revolving Credit Increase Lender” has the meaning specified in Section 2.14(d)(ii).

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

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“Revolving Credit Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit B-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender or Swing Line Loans, as the case may be.

“RVU” means relative value unit.

“S&P” means Standard & Poor’s Ratings Group, Inc., and any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions.

“Sanctions” has the meaning specified in Section 5.30(a).

“Secured Cash Management Agreement” means a Cash Management Agreement permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

“SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time.

“Secured Obligations” has the meaning specified in Section 2 of the Security Agreements.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreements” means, collectively, that certain Security Agreement, dated as of the date hereof by the Loan Parties in favor of the Administrative Agent, and, that certain Canadian Security Agreement, dated as of the date hereof by Holdings in favor of the Administrative Agent.

“Security Agreement Supplement” has the meaning specified in Section 24(b) of the Security Agreements.

“Senior Officer” means any Person holding any of the following offices of the Borrower: chief executive officer, president or chief financial officer.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts

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and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(j).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than a guarantor party to the Parent Guaranty.

“Subsidiary Guaranty” means that certain subsidiary guaranty dated as of the Closing Date and entered into by each Subsidiary Guarantor, in favor of the Secured Parties.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

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“Swing Line Lender” means BBVA Compass in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with IFRS.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including, without limitation, Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person or any of its Subsidiaries, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest (including backup withholdings), additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower on the Closing Date and any increased Term Commitments pursuant to Section 2.14. The amount of each Lender’s Term Commitment as of the Closing Date is as set forth on Schedule 2.01 under the caption “Initial Term Commitment”; and the amount of each Lender’s other Term Commitments may be adjusted from time to time in accordance with this Agreement.

“Term Facility” means, at any time, the aggregate Term Commitments or Term Loans, as applicable, of all Lenders at such time.

“Term Lender” means, at any time, any Lender that has a Term Commitment, a Term Loan, as applicable, at such time.

“Term Loan” means (i) the Initial Term Loans and (ii) any new Term Loans funded pursuant to Section 2.14.

“Term Loan Increase” has the meaning set forth in Section 2.14(a).

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“Term Loan Maturity Date” means the earliest of (a) August 15, 2023 and (b) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Term Note” means a promissory note of the Borrower payable to the order of any Term Lender, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Termination Date” means the first date upon which each of the following shall have occurred: (a) all Obligations (other than contingent unmatured indemnification obligations) hereunder or under the Loan Documents shall have been indefeasibly paid in full in cash; and (b) all Commitments shall have expired or been terminated.

“Third Party Payor” means Medicare, Medicaid or any private insurance company, health maintenance organization, preferred provider organization, alternative delivery system, managed care system, government contracting agency or other similar entity that is obligated to make payments on behalf of any Account Debtor of any Person.

“Third Party Payor Programs” means all third party payor programs (including, without limitation, Medicare, Medicaid, TRICARE, or any other federal or state health care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or any other private insurance program).

“Threshold Amount” means $500,000.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Transactions” means the Related Transactions and the transactions contemplated by the Loan Documents.

“Transfer Restriction Agreement” means each transfer restriction agreement among the Borrower, the relevant PC Entity and each equity holder of the relevant PC Entity party thereto.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” has the meaning specified in the applicable Security Agreement.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

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“Valuation Report” has the meaning set forth in Section 6.20(b).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower, any Loan Party, and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recent Audited Financial Statements delivered pursuant to this Agreement, except as otherwise specifically prescribed herein.

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(b) Changes in IFRS. If at any time any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS.

(c) Leases. Notwithstanding anything in the foregoing, all leases of Holdings and its subsidiaries (whether of real or personal property) that are not or would not have been characterized as Capitalized Leases in accordance with IFRS immediately prior to the Closing Date (whether or not such leases were in effect on such date) shall not be accounted for as Capitalized Leases for purposes of this Agreement regardless of any change in IFRS following the Closing Date that would otherwise require such leases to be recharacterized as Capitalized Leases.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Certain Calculations. For the purposes of calculating the financial covenants in Section 7.20 hereof, all calculations shall be made based on the face value of the relevant Obligation and not at any discounted value (notwithstanding any accounting or other rule to the contrary).

1.07 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.08 Limited Condition Acquisitions and Financial Covenants. If at any time the Borrower has made an election with respect to any Limited Condition Acquisition, pursuant to Section 2.14(d)(i)(B), to test a financial ratio test or condition at the time of the execution and delivery of the definitive agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Consolidated Total Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 7.20) following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such requisite financial covenant levels shall be required to be satisfied both (x) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender with a Term Commitment severally agrees to make term loans in Dollars to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment (each such term loan, an “Initial Term Loan” and collectively, the “Initial Term Loans”). Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to another, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day

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of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in BBVA’s prime commercial lending rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries,

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and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Administrative Agent has approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date (it being agreed that following the Letter of Credit Expiration Date, any outstanding Letter of Credit would be required to be Cash Collateralized by the Borrower on terms and pursuant to arrangements reasonably satisfactory to L/C Issuer).

(iii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

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(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

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(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed

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drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

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(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv) waiver by an L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by an L/C Issuer which does not in fact materially prejudice the Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by any L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall have no responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower

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which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage with respect to the Revolving Credit Facility a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate equal to 0.25% of each issued Letter of Credit, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

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(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Reporting of Letter of Credit Information. If at any time any Lender other than the Person serving as the Administrative Agent is the L/C Issuer, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, the L/C Issuer shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by the L/C Issuer) with respect to each Letter of Credit issued by the L/C Issuer that is outstanding hereunder. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(k) shall limit the obligation of the Borrower or any applicable Lender hereunder with respect to its reimbursement and participation obligations, respectively, pursuant to this Section 2.03.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of

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any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent (such notice to be in the form of a Committed Repayment Loan Notice), at any time or from time to time voluntarily prepay Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2)

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any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Unless a Default has occurred, each prepayment of the outstanding Term Loans pursuant to and in accordance with this Section 2.05(a) shall be applied as directed by the Borrower, otherwise such prepayment shall be applied to the principal repayment installments of the Term Facility in inverse order of maturity. Each prepayment under this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory.

(i) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Fiscal Year ending December 31, 2019, the Borrower shall prepay (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such Fiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%.

(ii) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05 other than Section 7.05(m) (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the other terms set forth herein) which results in the realization by such Person of Net Cash Proceeds in excess of the Threshold Amount in the aggregate for any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the

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Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).

(iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.

(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 or that is issued as consideration for a Permitted Acquisition), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below).

(v) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries, and not otherwise included in clause (iii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).

(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).

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(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loan Maturity Date) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

2.06 Termination or Reduction of Commitments

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused Revolving Credit Commitments, or from time to time permanently reduce the unused Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b) Mandatory.

(i) The Borrower agrees that the Term Commitments with respect to the Initial Term Loans shall automatically and permanently terminate as of 5:00 p.m. on the Closing Date (or, if earlier, upon the drawing of the Term Commitments on the Closing Date). The Revolving Credit Commitments shall automatically and permanently terminate as of 5:00 p.m. on the Revolving Credit Facility Termination Date.

(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

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(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or unused portions of the unused Revolving Credit Commitment under this Section 2.06. Upon any reduction of unused Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Revolving Credit Lender’s Applicable Percentage of the amount by which the Revolving Credit Commitment is reduced. All fees accrued until the effective date of any termination of the aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a) Term Loans. The principal amounts of the Term Loans shall be repaid to the Administrative Agent for the ratable account of the Term Lenders in consecutive quarterly installments (commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019) equal to $1,250,000 (subject to adjustment for voluntary and mandatory prepayments and any increase in the Term Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term Loans payable on the Term Loan Maturity Date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Revolving Credit Facility Termination Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

(b) Default Rate.

(i) While any Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in cash in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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(d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan Documents, that the interest payable under this Agreement and the calculation thereof has not been adequately disclosed to it, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable Law or legal principle.

2.09 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage of the Revolving Credit Facility, a commitment fee calculated at the rate per annum equal to (a) until the delivery of financial statements for the Fiscal Quarter of Holdings ending December 31, 2018, [Percentage redacted for confidentiality reasons.] per annum, and (b) thereafter, the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in arrears on the first Business Day of each calendar month, and on the Revolving Credit Facility Termination Date. The commitment fee shall be calculated monthly in arrears. If there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Reserved.

(c) Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. In addition, the Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees.

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by BBVA’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(b) If, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, Holdings, the Borrower or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by Holdings or the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11 Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations; provided, however that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) Entries made in good faith by the Administrative Agent in the Register, and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents; provided, however, that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender or by Administrative Agent.

(c) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

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(b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or make payments pursuant to Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation or make payments pursuant to Section 10.04(c).

(d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(e) Authorization. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(f) Insufficient Payment. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents, the Lenders, or the L/C Issuer under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Applicable Percentage of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof of the applicable Facility as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

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(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or Participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Increase in Commitments.

(a) Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $40,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facility (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

(b) Process for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld,

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delayed or conditioned) to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required to consent to an assignment to such Additional Lender pursuant to Section 10.06(b)(iii) and (ii) in the case of any Revolving Credit Increase, the L/C Issuer and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if such consent by the L/C Issuer or the Swing Line Lender, as the case may be, would be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or proposed Additional Lender; provided further that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Credit Commitment, increase its Term Commitment or Term Loans or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.

(c) Effective Date and Allocations. The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the “Increase Effective Date”), which shall be no earlier than ten Business Days after the date of any request therefor. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

(d) Conditions to Effectiveness of Increase.

(i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (x) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase:

(A) the representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements of the Borrower and its Subsidiaries furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, the applicable representations and warranties may, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, be limited to (1) customary “specified representations” for limited condition acquisition facilities and (2) customary acquisition agreement representations for limited condition acquisitions;

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(B) no Default shall exist and be continuing; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, (x) at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, no Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of effectiveness of any such Incremental Term Loan or Term Loan Increase and the making of any Loan thereunder, no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or shall occur as a result thereof;

(C) Holdings shall be in pro forma compliance (assuming such Incremental Increase is fully drawn and giving effect to any Permitted Acquisition, refinancing of debt or other event giving rise to a pro forma adjustment) with (i) the Consolidated Fixed Charge Coverage Ratio maintenance level in effect for the last day of the quarter in which such Incremental Increase is incurred and (ii) a Total Leverage Ratio of a level 0.25 to 1.00 lower than the Total Leverage Ratio maintenance level in effect for the last day of the quarter in which such Incremental Increase is incurred; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, if the Borrower so requests, to the extent agreed by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, such compliance may be measured at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition (and Section 1.08 shall then apply); and

(D) the Administrative Agent and the Lenders providing such Incremental Increase shall have received (i) at least five (5) days before the Increase Effective Date, all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent or the Lenders providing such Incremental Increase in writing at least ten (10) days prior to the Increase Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Canadian AML Acts and (ii) at least five (5) days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower for each Lender requesting such at least five (5) days prior to the Increase Effective Date.

(ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

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(iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms or amendment and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents.

(iv) As a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Increase, to the extent due and payable, shall have been paid in full.

(e) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases), following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at BBVA. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.04, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with the last two sentences of Section 10.06(b)) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent, to be held in a noninterest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the

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payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

(C) With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such

Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.15.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that

Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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(c) Tax Indemnification.

(i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(i)(A), and (i)(B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN-E (or W-8BEN if applicable); or

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(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN if applicable), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide an applicable certificate on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine either that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.01, the terms “law” and “Laws” shall include FATCA, and solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if it is aware that any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

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(h) To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other tax authority, or the Internal Revenue Service or any other tax authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender and the Administrative Agent agree that the Administrative Agent can offset any payment to be made that is allocable to such applicable Lender by such amounts owed by such Lender to the Administrative Agent under this Section 3.01(h).

(i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates.

(a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will

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promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR as set forth herein for any requested Interest Period, and such circumstances are unlikely to be temporary in nature, then the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest to LIBOR that gives due consideration to then prevailing market conventions for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no successor to LIBOR has been determined and the circumstances under this clause (b) exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any successor to LIBOR shall provide that in no event shall such successor rate be less than zero for purposes of this Agreement.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by the definition of Eurodollar Rate) or the L/C Issuer;

(ii) subject any Lender , the L/C Issuer or any other Recipient to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made or Letter of Credit issued by it, or change the basis of taxation of payments to such Lender , the L/C Issuer or other Recipient in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Taxes that are payable by such Lender); or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the L/C Issuer or such other Recipient, as the case may be, the Borrower will pay to such Lender, the L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) Business Days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) Business Days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) Business Days from receipt of such notice.

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3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

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ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement and each other Loan Document (to the extent not previously delivered to the Administrative Agent), sufficient in number for distribution to each Agent, each Lender and the Borrower;

(ii) to the extent not delivered pursuant to clause (i) above, a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) evidence that the Collateral Documents (other than the Landlord Waivers) shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first security interest and Lien upon the Collateral, including, without limitation, (A) searches of UCC, PPSA and Bank Act (Canada) filings in the jurisdiction of organization or formation of each Loan Party, in each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, and in each other jurisdiction requested by the Administrative Agent, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens permitted hereunder, and (C) proper UCC-1 financing statements in form appropriate for filing under the UCC, and filed PPSA financing statements, of each jurisdiction that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby;

(iv) a Committed Loan Notice;

(v) the Financial Model and a pro forma balance sheet of Holdings and its Subsidiaries as of and for the twelve month period ending on March 31, 2018 reflecting the consolidated financial position of such Persons as of such date, adjusted to give effect (as if such events had occurred on such date) to (1) the Related Transactions, (2) the making of the initial Credit Extensions on the Closing Date, (3) the application of the proceeds therefrom as contemplated by the Related Documents then in effect and (4) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet;

(vi) a draft of unaudited financial statements, including an income statement, balance sheet and cash flow statements, for the Fiscal Quarter ending June 30, 2018;

(vii) a true and correct copy of (A) the Organization Documents of each Loan Party and an incumbency certificate with respect to any Loan Parties’ officers executing any of the Loan Documents on the Closing Date, certified by a Responsible Officer, and (B) resolutions of the board of directors (or an authorized committee thereof), the manager, general partner or equivalent governing body of each Loan Party authorizing each Loan Document to which such Loan Party is party and the Transactions, certified by a Responsible Officer;

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(viii) certificates attesting to the Solvency of Holdings and its Subsidiaries and each other Loan Party both before and after giving effect to the Transactions, from a Responsible Officer;

(ix) a certificate signed by a Responsible Officer of Holdings certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or condition since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(x) unless already delivered to the Administrative Agent, fully executed copies of the Management Services Agreements and Transfer Restriction Agreements, in each case satisfactory to the Administrative Agent;

(xi) such financial, business and other information regarding Holdings and its Subsidiaries and Minority Investments as the Lenders shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, capital leases, collective bargaining agreements and other arrangements with employees;

(xii) unless already delivered to the Administrative Agent, each Collateral Assignment of Management Services Agreements;

(xiii) fully executed copies of the Related Documents, in form and substance reasonably satisfactory to the Administrative Agent and each Lender; and

(xiv) evidence that the Indebtedness under the Existing Credit Agreement has been, or substantially contemporaneously with the Closing Date will be, paid in full and all Liens securing the Existing Credit Agreement have been released (which evidence may be in the form of a payoff letter reasonably acceptable to the Administrative Agent);

(xv) such legal opinions regarding the Loan Parties as may be requested by the Administrative Agent; and

(xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require.

(b) At least five (5) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

(c) The Borrower shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent that all filings, recordings, and other actions the Administrative Agent deems necessary or advisable to establish, preserve and perfect the liens granted to the Administrative Agent for the benefit of the Secured Parties shall have been made or obtained.

(d) There shall exist no action, suit, investigation, litigation or proceeding affecting Holdings or any of its Subsidiaries or Minority Investments or any other Loan Party pending or threatened

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before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, purports to affect the Transactions or any portion thereof or the ability of Holdings or any of its Subsidiaries to perform their respective obligations under the Loan Documents, or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transactions.

(e) All governmental authorizations necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

(f) The Related Transactions shall have been consummated substantially in accordance with the terms of the Related Documents.

(g) The Administrative Agent and the Lenders shall have satisfactorily completed of a due diligence review of Holdings and its Subsidiaries (including receipt of all requested financial, operational and legal information, including management agreements and transfer restrictions with professional services affiliates of Holdings and its Subsidiaries).

(h) The Administrative Agent and Lenders shall have received all documentation and other information requested by the Administrative Agent and Lenders in order to comply with requirements of regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Canadian AML Acts.

(i) Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively;

(b) no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom; and

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(c) the Administrative Agent and, if applicable, a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Holdings and the Borrower each jointly and severally represents and warrants to the Agents and the Lenders that:

5.01 Existence, Qualification and Power; Compliance with Laws. Holdings and each of its Subsidiaries and Minority Investments and each other Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals and any other permits or accreditations necessary to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws (such compliance to include compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and with the USA Patriot Act and the Canadian AML Acts and all other applicable Laws and regulations relating to money laundering and terrorist activities) and all orders, writs, injunctions and decrees applicable to it or to its properties.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or Minority Investments or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law. Neither Holdings nor any of its Subsidiaries or Minority Investments is in violation of any Law or in breach of any such Contractual Obligation, the violation or breach of which could be reasonably likely to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing

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materially adverse conditions upon the Transactions or the rights of Holdings or its Subsidiaries or Professional Services Affiliates freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Related Transactions have been consummated in accordance with the Related Documents and applicable Law. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have all appropriate Medicare and related agency supplier billing number(s) and related documentation, to the extent the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates participate in such programs, necessary to submit reimbursement claims to the Medicare program for health care services and/or supplies furnished by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates (including, without limitation, the provision of durable medical equipment and pharmaceuticals) in those jurisdictions where the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates conduct business. Each employee of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates who is required by any applicable Law to have a license or certification in order to perform services on behalf of Holdings and/or its respective Subsidiaries, Minority Investments is so licensed and certified, except where the failure to obtain such licenses or certifications could not reasonably be expected to have a Material Adverse Effect, and each such employee is in compliance in all material respects with the terms and conditions of such license and certificate. To each Loan Party’s knowledge, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have received from each independent contractor who is required by any applicable Law to have a license or certification in order to perform services on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, copies of such license or certification. No Loan Party has reason to believe that such independent contractor is not so licensed or certified or is not in compliance in all respects with the material terms and conditions of such license and certificate. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have certificates of insurance from each independent contractor that such Person has in place malpractice insurance with coverage amounts which are adequate and customary for such professionals.

5.04 Binding Effect. This Agreement has been, and each other Loan Document and Related Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document and Related Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject only to the effect of bankruptcy, moratorium or similar Laws or the application of equitable principles by a court of competent jurisdiction.

5.05 Financial Statements; No Material Adverse Effect.

(a) The most recent financial statements delivered on or prior to the Closing Date or, if later, pursuant to Section 6.01(a) (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and Minority Investments as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b) The most recent unaudited consolidated financial statements of Holdings and its Subsidiaries delivered on or prior to the Closing Date or, if later, pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date each (i) were prepared in accordance with IFRS consistently applied throughout the

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period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material Indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries and Minority Investments as of the date of such financial statements, including liabilities for Taxes, material commitments and Indebtedness.

(c) Since the date of the most recent financial statements delivered pursuant to Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of Holdings and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates or any other Loan Party or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, or any Related Document or the consummation of the Transactions, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No default has occurred and is continuing or would result from the consummation of the Transactions.

5.08 Ownership of Property; Liens; Investments.

(a) Holdings and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Liens on the property or assets of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, showing as of the Closing Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of Holdings or such Subsidiary or Minority Investment subject thereto, as of the Closing Date. As of the Closing Date, the property Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.

(c) Set forth on Schedule 5.08(c) hereto is a complete and accurate list of all real property owned by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Holdings or such Subsidiary or Minority Investment has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

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(d)

(i) Set forth on Schedule 5.08(d)(i) hereto is a complete and accurate list of all leases of real property under which Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is the lessee as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(ii) Set forth on Schedule 5.08(d)(ii) hereto is a complete and accurate list of all leases of real property under which Holdings is the lessor as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms.

(e) Set forth on Schedule 5.08(e) hereto is a complete and accurate list of all Investments held by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.

5.09 Environmental Compliance.

(a) Holdings and its Subsidiaries, Minority Investments, Professional Services Affiliates and each other Loan Party conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the properties currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state, provincial, territorial or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the best of its knowledge, on any property formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; there is no asbestos or asbestos-containing material on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

(c) Except as set forth on Schedule 5.09(c), neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is undertaking, or has undertaken, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant

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to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates have been disposed of in a manner not reasonably expected to result in material liability to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

5.10 Insurance. The properties of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each Loan Party are insured with financially sound (rated A- or better by A.M. Best’s Company) and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Holdings or the applicable Subsidiary or Minority Investment operates. Each such insurance company shall be licensed in states where Holdings, or its Subsidiaries, Minority Investments or Professional Services Affiliates have operations.

5.11 Taxes. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party have filed all Federal, state, provincial and other material tax returns and reports required to be filed, and have paid all Federal, state, provincial and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS. There is no proposed tax assessment against Holdings or any Subsidiaries, Minority Investments or Professional Services Affiliates that would, if made, have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates is party to any tax sharing agreement.

5.12 ERISA Compliance.

(a) No Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; and

(b) No ERISA Event has occurred, is occurring or is reasonably expected to occur that, individually or in the aggregate, has resulted in, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Set forth on Schedule 5.12 hereto is a complete and accurate list of each Plan of any Loan Party as of the Closing Date.

(d) Each Canadian Pension Plan is in compliance in all material respects with the applicable provisions of all Laws. Each Loan Party and each Subsidiary has made all required contributions to each Canadian Pension Plan.

(e) There are no pending or, to the best knowledge of Holdings or the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no violation of fiduciary duty with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(f) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

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5.13 Subsidiaries; Equity Interests; Loan Parties. No Loan Party has any Subsidiaries, Minority Investments or Professional Services Affiliates other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries, Minority Investments and Professional Services Affiliates have been validly issued, are fully paid and non-assessable and, in the case of any Subsidiary or Minority Investment, are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. No Loan Party has equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower has been validly issued, are fully paid and non-assessable and are owned by Holdings as set forth on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and chief executive office (if different) and, where applicable, its U.S. taxpayer identification number. The copy of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14 Changes in Name, Jurisdiction of Formation and Structure; Tradenames. The exact legal name and jurisdiction of organization of each Loan Party is as set forth on Schedule 5.14. Except as set forth on Schedule 5.14, no Loan Party has during the five years preceding the Closing Date (a) changed its legal name, (b) used a tradename, (c) changed its jurisdiction of formation or (d) been party to a merger, amalgamation, consolidation or other change in structure.

5.15 Margin Regulations; Investment Company Act.

(a) No Loan Party is engaged in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No proceeds of any Borrowings will be used directly or indirectly to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

5.16 Disclosure. The Borrower has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries, Minority Investments or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Holdings and its Subsidiaries represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.17 Intellectual Property; Licenses, Etc. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, industrial designs, industrial design rights, franchises, licenses, domain names, URLs and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses,

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without conflict with the rights of any other Person, and set forth on Schedule 5.17 is a complete and accurate list of all such IP Rights owned or used by each Loan Party and its Subsidiaries as of the Closing Date. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Holdings or any Subsidiary or Minority Investment infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18 Solvency. Each Loan Party is, individually and together with its Subsidiaries, Solvent.

5.19 Casualty, Etc. Neither the business nor the properties of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

5.20 Collateral Matters. When executed and delivered, the Security Agreements will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral and (a) when any Collateral constituting certificated securities (as defined in the UCC and the PPSA) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, each of the Security Agreements will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (b) when financing statements in appropriate form are filed in the offices of the Secretary of State of the state in which the Borrower is organized and existing or filed under the PPSA, each of the Security Agreements will constitute a fully perfected first priority Lien on and security interest in, all right, title and interest of the Secured Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and superior to the rights of any other Person, except in the case of this clause (ii) for rights secured by Liens expressly permitted by Section 7.01.

5.21 Labor Matters. There are no strikes or other labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. Hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act, where applicable, or any other applicable Law dealing with such matters. All payments due from any Loan Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the applicable Loan Party.

5.22 Deposit or Securities Accounts. Schedule 5.22 sets forth the name and location of each institution maintaining a deposit or securities account of any Loan Party and the account number, name, authorized signatories and balance for each such deposit or securities account as of the end of the month immediately preceding the Closing Date.

5.23 Fees and Commissions. Except as disclosed on Schedule 5.23 or as required by Section 2.09, as of the Closing Date no Loan Party owes any fees or commissions of any kind in connection with this Agreement or the transactions contemplated hereby, and no Loan Party knows of any claim (or any basis for any claim) for any other fees or commissions in connection with the Transactions.

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5.24 Material Contracts. Schedule 5.24 contains a list of each Material Contract of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates as of the Closing Date.

5.25 HIPAA Compliance. To the extent the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is a “covered entity” as such term is defined under the requirements and implementing regulations of the Health Insurance Portability and Accountability Act of 1996 (as amended by the HITECH Act) (the “HIPAA Rule”), Holdings and its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are, and have been, since October 1, 2014, in material compliance with the applicable Administrative Simplification provisions of Title II, Subtitle F of the HIPAA Rule (Title 45 of the Code of Federal Regulations (“C.F.R.”), Parts 160-64). In addition, the Borrower and certain of its Subsidiaries, Minority Investments and Professional Services Affiliates may perform functions and activities and provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) such that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates are “business associates” under the HIPAA Rule. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates are parties to business associate contracts that are compliant with the HIPAA Rule in all material respects in all arrangements in which they serve as business associates and, with respect to each such business associate contract, are in material compliance with the terms thereof. Consistent with the requirement that the HIPAA Rule permits covered entities and business associates to take reasonable actions consistent with each individual covered entity’s and business associate’s ability, the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates have undertaken or will promptly undertake, or cause to be undertaken, all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of their businesses and operations (or of the businesses and operations of any covered entity for which they serve as a business associate) that could be materially adversely affected by the failure of the Borrower or such Subsidiaries, Minority Investments or Professional Services Affiliates to be HIPAA Compliant (as defined below) consistent with those surveys audits, inventories, reviews, analysis and/or assessments reasonably performed by a covered entity/business associate of similar scope of practice or size, so that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates shall be HIPAA Compliant as of the date hereof. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and the relevant Subsidiaries, Minority Investments or Professional Services Affiliates, as applicable, have developed and implemented (or if compliance is not required as of the Closing Date, will develop and implement, as appropriate, and in a timely manner) internal systems, policies, procedures and training in order to ensure that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates (a) are and will continue to be in material compliance with all of the terms of the business associate contracts to which they are parties, including the standards and implementation specifications for business associates set forth in 45 C.F.R. § 164.504(e) and elsewhere in the HIPAA Rule; (b) will be able to continue to provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) following any future HIPAA Rule compliance rule within a reasonable period of time; and (c) as covered entities, materially comply with all applicable provisions of the HIPAA Rule and any regulations promulgated thereunder, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found under C.F.R. Parts 160 and 164. There has been no “breach” as defined in the HIPAA Rule with respect to any “protected health information” (as defined in the HIPAA Rule) maintained by any of the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services Affiliates or, to the knowledge of the Loan Parties, any of their respective business associates. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates have received written notice from any party with whom it has a business associate agreement of any allegation that there has been a material breach of any business associate agreement. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are under investigation or audit by any governmental authority for a violation of the HIPAA Rule of any other applicable privacy laws nor have the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services Affiliates received any written notices from the United States Health and Human Services, Office of Civil Rights alleging any such violations.

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5.26 Additional Healthcare Matters.

(a) Each of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates are in compliance with all applicable Healthcare Laws in all material respects.

(b) Without limiting the generality of any other representation or warranty made herein, there are no claims or appeals pending (and neither the Borrower nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates have filed any claims or reports which could reasonably result in any such claims or appeals) before any commission, board or agency or other Governmental Authority, including, without limitation, any intermediary or carrier or the Centers for Medicare and Medicaid services. Except as set forth on Schedule 5.26(b), with the exception of post-payment claims reviews and similar routine audits applicable to healthcare providers/suppliers, there are no service validation reviews or program integrity reviews being conducted or, to the knowledge of the Loan Parties, scheduled, pending or threatened, by any commission, board or agency or other Governmental Authority in connection with the Medicare program relating to (a) Holdings or its Subsidiaries, Minority Investments or Professional Services Affiliates, (b) the consummation of the transactions, including the Related Transactions, contemplated hereby or (c) the Collateral.

(c) Without limiting the generality of any other representation or warranty made herein, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, are in compliance with all applicable Healthcare Laws, except for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. To the extent applicable, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies), have maintained in all material respects all records required to be maintained pursuant to the Healthcare Laws and there are no presently existing circumstances that would result or likely would result in violations of the Healthcare Laws except, in either case, for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 5.26(c), none of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), is currently, nor has in the past been, subject to any federal, state, local governmental or private payor civil or criminal investigations, inquiries or audits involving and/or related to its compliance with the Healthcare Laws, nor is the Borrower or any of the Borrower’s Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), currently, or has in the past been, subject to any federal, state or private payor inquiry, investigation, inspection or audit regarding its activities (except for routine claims reviews and similar audits/inspections). Except as set forth on Schedule 5.26(c), neither the Borrower or any Subsidiary or Minority Investment or any owner, officer, director, manager, employee, contractor, agent or other representative of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates: (i) has had a civil monetary penalty assessed against him or her pursuant to the Civil Monetary Penalties Law under 42 U.S.C. §1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or listed on the excluded individuals list published by the United States Department of Health and Human Services Office of Inspector General; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518; or (iv) has been involved or named in a U.S. Attorney General complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.

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(d) Except as set forth on Schedule 5.26(d), neither the Borrower nor its Subsidiaries, Minority Investments or Professional Services Affiliates are currently subject to, and never have been subject to, suspension, revocation or denial of its Medicare certification, supplier billing number(s), or Medicare participation agreement(s) and to the knowledge of the Loan Parties, there are no pending investigations of the Borrower or its Subsidiaries, Minority Investments or Professional Services Affiliates that could lead to any such suspension, revocation or denial.

5.27 Third Party Payors.

(a) Neither the Borrower nor any Subsidiary or Minority Investment is in default in the performance, observance, or fulfillment of any of its material obligations, covenants or agreements contained in any Medicare Provider Agreement or any agreement or instrument with any other Third Party Payor, which default has resulted in, or could reasonably be expected to result in, the revocation, termination, cancellation or suspension of the Medicare Certification of such Loan Party or the right of such Loan Party to participate in any other Third Party Payor program.

(b) If the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates has received notice of any existing audit or has been audited by any Third Party Payor, none of such audits provides for material adjustments in reimbursable costs or asserts claims for reimbursement or repayment by such Person of costs and/or payments theretofore made by such Third Party Payor that, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) The Accounts (as defined in the UCC) of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been and will continue to be adjusted to reflect the reimbursement policies of its Third Party Payors in all material respects. In particular, none of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates Accounts is knowingly retaining, or having knowingly retained, any overpayments in violation of applicable Healthcare Laws.

(d) Except as set forth on Schedule 5.27, as of the Closing Date, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have the requisite supplier or provider number or other authorization to bill the Medicare program and all other Third Party Payor Programs that the Borrower or such Subsidiary or Minority Investment bills as a participating or in-network provider. Except as set forth on Schedule 5.27, there is no investigation, audit, claim review, or other action pending or, to the knowledge of the Loan Parties, threatened, which would be reasonably likely to result in a revocation, suspension, termination, probation, restriction, limitation, adverse amendment or non-renewal of any Third Party Payor supplier or provider number or result in any of the Companies’ exclusion from any Third Party Payor Program. All bills and claims (collectively, “Loan Party Claims”) submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates for items, services and goods provided to patients whose care is covered by Third Party Payors represent claims for items, services or goods actually provided by the Borrower or such Subsidiary or Minority Investment. All Loan Party Claims that have been submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been submitted in material compliance with applicable Laws and all rules, regulations, policies, and procedures of the Third Party Payors. To the knowledge of the Loan Parties, there are no pending or threatened, audits, investigations or claims for or relating to Loan Party Claims that would result in a Material Adverse Effect.

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(e) All amounts received by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates from patients and Third Party Payors are the result of valid Loan Party Claims and are in amounts to which the Borrower or the applicable Subsidiaries, Minority Investments or Professional Services Affiliates are entitled to receive under applicable Law and any applicable Third Party Payor Agreements, subject to the refunds and overpayments are made to the owed party or escheated to the applicable state in accordance with applicable Law and any applicable Third Party Payor Agreements requirements, except as would not be reasonably likely to result in a Material Adverse Effect.

5.28 Principal Payors. Schedule 5.28 contains a true and complete list of the names and addresses of the Payors that represent, individually, at least five percent (5%) of the cash receipts of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, as measured by the cash collected from such Payors during each of the twelve months during the twelve-month period ended June 30, 2018 (each Payor listed on such Schedule 5.28, a “Material Payor”). Except as set forth on Schedule 5.28, in the twelve months ending prior to the Closing Date, no Material Payor (i) has cancelled, suspended or otherwise terminated or not renewed its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (ii) has advised the Borrower or any of its Subsidiaries, Minority Investments of its intention to cancel, suspend, renegotiate or otherwise terminate or not renew its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or to materially reduce its business or adversely change the terms upon which it pays for services from the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates. To the knowledge of the Loan Parties, no Loan Party has taken any action that would reasonably be expected to result in the cancellation, suspension or termination of its relationship with any Material Payor. Schedule 5.28 includes accurate and complete copies of all material written (including electronic) correspondence regarding changes to reimbursement rates or threatened termination or audits between the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates and each Material Payor within the twelve months ending prior to the Closing Date.

5.29 Management Services Agreement. Each Management Services Agreement is the legal, valid and binding obligation of each party thereto (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date), enforceable against each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) in accordance with its terms. Each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) has performed and observed all of the terms and provisions of the Management Services Agreement required to be performed or observed by it in all material respects. The Management Services Agreement will result in a fair market value management fee being paid to such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) for commercially reasonable services.

5.30 Foreign Assets Control Regulations and Anti-Money Laundering.

(a) OFAC. (a) None of Holdings, any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party or any director, officer, employee, agent, or Affiliate of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is a Person that is, or is owned or controlled by Persons that are: (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Canadian Sanctions List, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation Cuba, Iran, North Korea, Sudan and Syria.

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(b) USA Patriot Act. Holdings and each Subsidiary and Minority Investment and each other Loan Party, to the extent applicable to it, is in compliance with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the USA Patriot Act and (c) the Canadian AML Acts. No part of the proceeds of any Borrowing will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, or the Corruption of Foreign Public Officials Act (Canada), as amended.

5.31 Use of Proceeds. The proceeds of the Loans shall be used (a) to refinance the existing Indebtedness of the Borrower under the Existing Credit Agreement and fund certain fees and expenses associated therewith; (b) to finance in part the acquisition pursuant to the Acquisition Agreement and fund certain fees and expenses associated therewith; (c) to pay certain fees and expenses incurred in connection with this Agreement; and (d) for working capital, Permitted Acquisitions, permitted Investments, dividend and distributions permitted hereunder and other general corporate purposes. No proceeds of the Loans are to be used, and no portion of any Letter of Credit is to be obtained, in any way that will violate Regulations U or X of the Board of Governors of the Federal Reserve System. The Borrower will obtain Letters of Credit solely for general corporate purposes. Holdings, the Borrower and each other Loan Party shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner, or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Loan, is the subject of any Sanction; (ii) in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other Person participating in a transaction); or (iii) in any manner that would result in a violation of applicable anti-corruption laws.

5.32 Holding Company. Holdings is a holding company and does not have any material liabilities, own any material assets, or engage in any operations or business other than as permitted under Section 7.19.

5.33 Beneficial Ownership Certification. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.34 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

5.35 Borrower ERISA Status. On and as of the Closing Date, the Borrower is not and will not be (a) an employee benefit plan subject to Title I of ERISA, (b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (d) a “governmental plan” within the meaning of ERISA.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Termination Date, Holdings, the Borrower and each other Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each other Subsidiary, Minority Investment and Professional Services Affiliate to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

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(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and such statements to be certified by a Responsible Officer of Holdings to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Holdings and its Subsidiaries;

(b) as soon as available, but in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of Holdings and its Subsidiaries’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year, the corresponding portion of the previous Fiscal Year and the corresponding portion of the Financial Model for such Fiscal Year delivered pursuant to Section 6.01(c), all in reasonable detail (including a line item detailing any fees and expenses related to the Transactions) and certified by a Responsible Officer of Holdings as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, but in any event no later than 15 days before the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form and substance satisfactory to the Administrative Agent, of consolidated balance sheets, income statements and cash flow statements of Holdings and its Subsidiaries on a monthly basis for the Fiscal Year following such Fiscal Year.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a) (i) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event and (ii) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), an unaudited consolidating reconciliation (reflecting separate detail as between the Florida, Texas and all other operations of the Loan Parties) of the revenue, expenses for payroll, reading fees, rent and operating leases and fixed assets noted in the financial statements referred to in Section 6.01(a);

(b) (i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, (ii) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a written narrative report by the management of the Borrower explaining material developments and trends in the Borrower’s business and in such financial statements and including for the applicable period, without limitation, RVU volumes and the average price per RVU, which written narrative report may be satisfied by delivery of an annual or interim, as the case may be, management’s discussion and analysis in the form Holdings is required to prepare and file under securities laws applicable to Holdings as a reporting issuer and (iii) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), unaudited bridge financial statements (other than statements of shareholders’ equity and cash flows) reflecting the financial statements referred to in Section 6.01(a) or (b), as applicable, exclusive of Akumin FL;

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(c) promptly after any written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors), the manager, general partner or equivalent governing body of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary or Minority Investment, or any audit of any of them;

(d) by no later than January 31st of each year and otherwise upon the Administrative Agent’s request, proof of insurance required to be maintained pursuant to Section 6.07 and a copy of the related policies; and

(e) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary or Minority Investment, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary or Minority Investment, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary or Minority Investment and any Governmental Authority, or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary or Minority Investment, including pursuant to any applicable Environmental Laws;

(c) if any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules;

(d) if an ERISA Event occurs or is reasonably expected to occur, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect or any failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(e) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary or Minority Investment;

(f) of any investigation or pending or proceedings threatened in writing relating to any violation by Holdings or any Subsidiary or Minority Investment of any Healthcare Laws (including, without limitation, any investigation or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions); and

(g) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(ii), (ii) occurrence of any sale of Equity Interests for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iii), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iv), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(v).

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and, if applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained by Holdings or such Subsidiary or Minority Investment, (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within 10 Business Days and (c) preserve or renew all of its registered patents, trademarks, copyrights, industrial designs, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within 10 Business Days.

6.06 Maintenance of Properties. (a) Preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Insurance and Disaster Recovery.

(a) Keep all of its properties covered by insurance with insurance companies reasonably acceptable to Administrative Agent. Such insurance shall be occurrence based and protect against hazards such as liability, fire, flood, business interruption, earthquake, workmen’s compensation, and other material risks to its property and business and shall include professional liability defense insurance, in each case in such amounts and with such deductibles as are reasonably acceptable to the Administrative Agent. Property insurance shall insure for 100% replacement cost. If Holdings or any Subsidiary or Minority Investment fails or refuses to obtain or maintain any such insurance coverage, then the Administrative Agent (at its election) may (but is not obligated to) obtain and maintain such insurance coverage on behalf of Holdings or Subsidiary or Minority Investment, and the premiums and other costs thereof (a) will be included in the Indebtedness hereunder secured by the Collateral and (b) will be due and payable by the Borrower to the Administrative Agent promptly, but in any event within three (3) Business Days, upon demand. Each such policy for liability insurance must name the Administrative Agent (for the benefit of itself as the Administrative Agent and each Lender) as additional insured, and each such other

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policy for insurance must name the Administrative Agent as loss payee and as additional insured. Each policy will be primary and non-contributory and shall include a waiver of subrogation in favor of the Administrative Agent. Each such policy must also require the insurer to furnish the Administrative Agent with written notice at least twenty five (25) calendar days prior to any termination, cancellation or lapse of coverage and must provide the Administrative Agent with the right (but not the obligation) to cure any non-payment of premium. Borrower will cause each medical technician and physician providing services to Holdings, its Subsidiaries, Minority Investments or Professional Services Affiliates to obtain and maintain appropriate professional liability insurance during the period in which such services are provided.

(b) Maintain (and at least annually review the sufficiency of) a disaster recovery and contingency plan that addresses such Person’s plans for continuing operations upon the occurrence of a natural disaster or other event that destroys or prevents the use of or access to such Person’s primary computer systems, information databases, software applications, business records and operations facility. Such contingency plan at all times must be in form and substance reasonably acceptable to the Administrative Agent. Upon request, but, unless an Event of Default has occurred and is continuing, not more than once per calendar year, provide the Administrative Agent with a current copy of such plan.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with IFRS consistently applied shall be made of all financial transactions and matters involving the assets and business of Holdings or such Subsidiary or Minority Investment, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of each Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower (provided that, absent a Default the Borrower shall not be required to pay for more than one such inspection per calendar year) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists any Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for the following purposes and not for any other purpose: (a) to finance the Related Transactions; (b) to pay or fund any costs, fees and expenses incurred in connection with the Transactions; and (c) with respect to only Revolving Credit Borrowings, for Permitted Acquisitions and general corporate and working capital purposes.

6.12 Covenant to Guarantee Obligations and Give Security. Upon (a) the request of the Administrative Agent following the occurrence and during the continuance of a Default, (b) the formation or acquisition of any new direct or indirect Material Subsidiaries or Minority Investments by any Loan Party, (c) the Borrower’s designation of a Subsidiary as a “Material Subsidiary” as referred to in the definition of “Material Subsidiary”, (d) the acquisition of any property (including Equity Interests) by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties or (e) the entry into a new Management Services Agreement with a PC Entity, then in each case at the Borrower’s expense:

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(i) in connection with the formation or acquisition referenced in (b) – (e) above, within ten (10) days after such formation or acquisition or entry, cause each such Material Subsidiary or Minority Investment or PC Entity, and cause each direct and indirect parent of any such Material Subsidiary or Minority Investment (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents (other than any Excluded Swap Obligations);

(ii) within ten (10) days after such request, formation or acquisition or entry, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Material Subsidiaries, Minority Investments in detail satisfactory to the Administrative Agent;

(iii) within fifteen (15) days after such request, formation or acquisition or entry, duly execute and deliver, and cause each such Material Subsidiary or Minority Investment or PC Entity and each direct and indirect parent of such Material Subsidiary or Minority Investment (if it has not already done so) to duly execute and deliver to the Administrative Agent mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Equity Interests in and of such Material Subsidiary or Minority Investment, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Material Subsidiary or Minority Investment or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iv) within thirty (30) days after such request, formation or acquisition or entry, take, and cause such Material Subsidiary or Minority Investment or PC Entity or the parent(s) of such Material Subsidiary or Minority Investment to take, whatever action (including, without limitation, the recording of mortgages, the filing of UCC or PPSA financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms;

(v) as promptly as practicable (i) notify the Administrative Agent (on the Closing Date or thereafter with respect to later properties and locations) of (A) the location of the Borrower’s or Holdings’ headquarters (or any change in such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $300,000 stored or located therein or thereon, or that is otherwise material to the operations of Holdings and its Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and Holdings), and (ii) after request of the Administrative Agent in its sole discretion, use commercially reasonable efforts to deliver to the Administrative Agent landlord lien waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above; and

(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements.

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Notwithstanding the foregoing, in no event shall any Loan Party be required to provide as Collateral any fee-owned real property or any assets constituting “Excluded Assets” under, and as defined in, the Security Agreements.

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither Holdings nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

6.14 Payment of Taxes, Etc. Pay and discharge before the same shall become delinquent, (a) all Taxes, assessments and governmental charges or levies imposed upon it or upon its property and (b) all lawful claims that, if unpaid, might by law become a Lien (other than Permitted Liens) upon its property; provided, however, that no Loan Party shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

6.15 Further Assurances. Promptly upon request by any Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16 Cash Management Systems. (a) At all times:

(i) maintain deposit accounts (“Collection Accounts”) only at banks reasonably approved in advance by the Administrative Agent and only permit authorized signatories on each Collection Account who are reasonably approved in advance by the Administrative Agent;

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(ii) provide the Administrative Agent with the account name and number with respect to each deposit account of a Loan Party within two (2) Business Days after opening or acquiring any such account, along with the authorized signatories on each such account;

(iii) direct all account debtors or other payment obligors of any Loan Party that pay by wire, ACH or other electronic funds transfer to directly remit all payments on each Loan Party’s accounts directly to a Collection Account and immediately deposit in a Collection Account all payments received from account debtors or made for inventory or other payments constituting proceeds of Collateral received in the identical form in which such payment was made, whether by cash or check;

(iv) irrevocably direct all account debtors or other payment obligors of any Loan Party that pay such Loan Party by cash or check to directly remit all payments on such Loan Party’s accounts to a Collection Account and otherwise deposit all such cash or checks received into a Collection Account; and

(v) ensure that no Person other than the Administrative Agent, for the benefit of the Secured Parties, has “control” (within the meaning of Section 9-104 of the UCC) or dominion over any deposit account of the Loan Parties.

(b) At all times, ensure that:

(i) all receivables from governmental Third Party Payor Programs are deposited by the applicable Third Party Payor, or the party which is legally entitled to the payment of the same, into separate Collection Accounts (the “Government Collections Accounts”) and not commingled with any other funds;

(ii) all Collection Accounts are subject to a “hard” account control agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which on each Business Day all amounts on deposit in such Collection Accounts, including without limitation, the Government Collections Accounts, constituting good funds shall be automatically swept to a single account of the Borrower maintained at Compass Bank (with respect to Preferred Medical Imaging, LLC and each Subsidiary thereof that is a Loan Party), PNC Bank, National Association (with respect to other Loan Parties), or such other banks as are reasonably approved by the Administrative Agent (each such account, a “Concentration Account”); and

(iii) each Concentration Account is subject to a “springing” account control agreement in form and substance reasonably satisfactory to Agent.

(c) Within sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the Closing Date, take such actions as the Administrative Agent may request in order to ensure that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) or dominion, for the benefit of the Secured Parties, over each deposit account of the Loan Parties, other than Excluded Accounts, provided “control” over any Government Collections Account shall be revocable by the applicable Loan Party to the extent required by Law.

6.17 Lender Meeting. Representatives of each Loan Party will participate in a meeting with the Administrative Agent and the Lenders at least once per year, which meeting may be held by phone or at such time and place as may reasonably be determined by the Administrative Agent and agreed to by such representatives.

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6.18 Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries or Minority Investments is entitled to make under such Material Contract.

6.19 Management Changes. If any individual that is a Senior Officer is terminated, resigns or otherwise ceases to have the management responsibilities and duties customarily associated with such office, then such Loan Party will (a) notify the Administrative Agent in writing within 10 calendar days thereof and (b) use best efforts to replace such individual within 90 calendar days of such termination, resignation or other change.

6.20 Management Services Agreement.

(a) The Borrower will give prompt notice (and in any event within three (3) Business Days) to the Administrative Agent of any cancellation or termination of any Management Services Agreement or any written notice of cancellation or termination given or received by any Loan Party or any amendment or other modification thereto or any other action in connection with the Management Services Agreement that could reasonably be expected to affect the Lenders. If any new Management Services Agreement (or similar agreement, however styled) is entered into after the Closing Date (in accordance with Section 7.10(b)), it shall be compliant with the PC Entity Requirements as reasonably determined by the Administrative Agent in advance and Holdings or the Borrower shall cause a Collateral Assignment of Management Services Agreement in form and substance reasonably satisfactory to the Administrative Agent to be executed and delivered to the Administrative Agent.

(b) If at any time Holdings or any Subsidiary or Minority Investment obtains a valuation report with respect to the management fee paid in accordance with any Management Services Agreement and/or the commercial reasonableness of the services being provided thereunder (a “Valuation Report”), the Borrower shall promptly deliver a copy of such Valuation Report to the Administrative Agent. If such Valuation Report states that the management fee being paid pursuant to any Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect), the Loan Parties shall have ninety (90) days to either (i) take corrective action to address the issues identified in such Valuation Report to the satisfaction of the Administrative Agent or (ii) deliver a new Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement results in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect). During such ninety (90) day period, no Default shall be deemed to exist solely as a result of the Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect).

6.21 [Reserved].

6.22 Healthcare Reimbursement Exclusions. Promptly, and in any event within ten (10) Business Days, after Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates receives written notice threatening that it may become or its otherwise subject to any action or proceeding that could reasonably be expected to result in any of them becoming excluded, suspended, terminated or debarred from any Third Party Payor, notice thereof to the Administrative Agent describing such exclusion and the circumstances giving rise thereto.

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6.23 Medicare/Medicaid Communications. Within ten (10) days after receipt by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, of any Medicare, Medicaid or other licensing, accreditation or ranking agency survey, report, warning letter, or notice, that identifies one or more deficiencies that require the expenditure of more than $100,000 to correct, the Borrower shall furnish or cause to be furnished to the Administrative Agent a copy of such survey, report, warning letter or notice together with any plan of correction generated as a result thereof and any correspondence related thereto. Holdings or such Subsidiary or Minority Investment shall correct or cause to be corrected by the date required for cure by such agency or entity (plus extensions granted by such agency or entity) any deficiency that is required for the continued licensure and/or full participation of Holdings or such Subsidiary or Minority Investment in Medicare, Medicaid or other health care program offered by an insurance company, managed care company or other Third Party Payor.

6.24 Non-Compliance. Within ten (10) days after receipt by Holdings or any Subsidiary or Minority Investment, a complete copy of any other notice or charge issued relating to the material non-compliance with Laws or other applicable Third Party Payor requirements by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates with any Governmental Authority, insurance company, managed care company, or other Third Party Payor and any other reports, materials or other information regarding or otherwise relating to the foregoing prepared by, for, or on behalf of any Loan Party relating to the Loan Documents.

6.25 Medicare Investigations. The Borrower shall notify the Administrative Agent within five (5) Business Days following a Responsible Officer’s knowledge of, or in any event not more than ten (10) days following, the occurrence of any of the following to the extent such events would have a Material Adverse Effect: (1) the notification, through letter, facsimile, telephone or other unambiguous means, of a potential investigation relating to Holdings’ or any Subsidiary or Minority Investment’s submission of claims to Medicare or other governmental programs; or (2) the voluntary disclosure by Holdings or any Subsidiary or Minority Investment to the Office of the Inspector General of the United States Department of Health and Human Services or a Medicare fiscal intermediary of a potential overpayment matter involving the submission of claims to such payor.

6.26 Healthcare Related Matters. If and when Holdings or any Subsidiary or Minority Investment participates in any Medicare or other Third Party Payor program, Holdings or such Subsidiary or Minority Investment shall be and remain in material compliance with all requirements for participation in, and for the licensure required to provide the goods or services that are reimbursable under, Medicare and such other Third Party Payor programs, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect. Holdings and each Subsidiary and Minority Investment is and shall remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, Holdings and each Subsidiary and Minority Investment shall have current supplier billing numbers that are in full force and effect under Medicare, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect.

6.27 Compliance Plan. Maintain a corporate compliance and ethics program (“CCP”) which addresses the requirements of applicable Laws (including Healthcare Laws) in the reasonable opinion of health care regulatory counsel to the Borrower, includes at least the following components and will allow the Administrative Agent and/or any outside consultants from time to time to review such CCP, provided that, for the avoidance of doubt, nothing herein shall require a disclosure of any information documents, data or other material to the extent such disclosure is prohibited by applicable Law in the reasonable opinion of health care regulatory counsel to the Borrower or would result in the waiver of any privilege: (i)

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standards of conduct and procedures that describe compliance policies regarding Healthcare Laws with an emphasis on prevention and detection of health care “fraud and abuse” violations and HIPAA; (ii) a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitations, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP.

6.28 Related Documents. Perform and observe all terms and provisions of each Related Document to be performed or observed by it and take all such action to such end as may be from time to time requested by the Administrative Agent.

6.29 Sanctions. The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

6.30 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which Holdings or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse (other than a lapse as a result of the expiry of such lease in accordance with its terms) or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.31 CIA Compliance. Comply in all respects with the Existing CIA.

6.32 Interest Rate Protection. Not later than 60 days after the Closing Date (as such date may be extended by the Administrative Agent, in its sole discretion), enter into and maintain at all times thereafter for a period of not less than three years, interest rate Swap Contracts with Persons acceptable to the Administrative Agent in an amount sufficient to cause at least 50% of the aggregate principal amount of the Term Facility to be fixed rate Indebtedness.

ARTICLE VII

NEGATIVE COVENANTS

Until the Termination Date, each of Holdings, the Borrower and each other Loan Party shall not, nor shall they permit any other Subsidiary or Minority Investment or Professional Services Affiliate to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the UCC or PPSA of any jurisdiction a financing statement that names any Loan Party as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

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(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount not increased, (iii) none of the Loan Parties or their Subsidiaries or Minority Investments not a direct or contingent obligor on the Closing Date shall become a direct or contingent obligor and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);

(c) Permitted Liens;

(d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;

(g) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(h) any Lien existing on any property or asset (and the proceeds thereof) prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary, (iii) such Lien does not materially interfere with the use, occupancy and operation of any such asset, and (iv) the Indebtedness secured by any such Lien is permitted by Section 7.02(h);

(i) other Liens securing the portion of Indebtedness permitted by Section 7.02(g) permitted to be secured; provided that no such Lien shall extend to or cover any asset that constitutes (or is required to constitute) Collateral; and

(j) Liens granted by Akumin FL securing the Alaris Note, so long as either (i) the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent or (ii) the Akumin FL Note has been paid in full and terminated.

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7.02 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice;

(b) intercompany Indebtedness owing (i) by a Loan Party to a Loan Party, (ii) by a non-Loan Party to a non-Loan Party, (iii) by a non-Loan Party to a Loan Party (so long as the Investment by such Loan Party is permitted by Section 7.03 and such Indebtedness shall constitute Pledged Debt and be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents) or (iv) by a Loan Party to a non-Loan Party that is subordinated to the Obligations of such Loan Party under the Facilities in a manner reasonably satisfactory to the Administrative Agent;

(c) Indebtedness under the Loan Documents;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct and contingent obligors thereof shall not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate;

(e) Guarantees of Holdings or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Holdings or any wholly-owned Subsidiary; and

(f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(g); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000;

(g) Indebtedness not included in any other paragraph of this Section 7.02 in an aggregate principal amount at any time not to exceed $10,000,000, up to $5,000,000 of which may be secured solely by Liens permitted by Section 7.01(j);

(h) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.03 so long as any such Indebtedness (i) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets and (ii) none of the Borrower nor any Subsidiary (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person or such Person’s Subsidiaries) shall have any liability or other obligation with respect to such Indebtedness; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000;

(i) Indebtedness under the Alaris Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent.

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7.03 Investments. Make or hold any Investments, except (subject, in the case of Investments in Akumin FL, to the second sentence of Section 7.16):

(a) Investments held by Holdings or such Subsidiary in the form of Cash Equivalents;

(b) advances to officers, directors and employees of Holdings and Subsidiaries in an aggregate amount not to exceed $200,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments (i) by any Loan Party or any Subsidiary in any Loan Party, so long as, in the case of an Investment made by a non-Loan Party in a Loan Party in the form of Indebtedness owing by such Loan Party, such Indebtedness is permitted to be incurred by the relevant Loan Party pursuant to Section 7.02(b)(iv), (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is also not a Loan Party, or (iii) by any Loan Party in any Subsidiary that is not a Loan Party in an amount not to exceed $5,000,000 in the aggregate at any time outstanding;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Guarantees permitted by Section 7.02;

(f) Investments existing on the date hereof and set forth on Schedule 7.03(f);

(g) Investments by the Borrower in Swap Contracts permitted under Section 7.02(a);

(h) other Investments by the Borrower and its Subsidiaries so long as (i) in the case of any Acquisition, such Acquisition shall constitute a Permitted Acquisition, (ii) no Default or Event of Default has occurred and is continuing at the time of, or would result from, such Investment and (iii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Leverage Ratio is less than or equal to 3.00 to 1.00 at the time of such Investment;

(i) any Investment paid for using Equity Interests of Holdings or cash or Cash Equivalents provided such cash or Cash Equivalents paid do not exceed $500,000;

(j) after the twelve-month anniversary of August 9, 2017 but prior to the eighteen-month anniversary of August 9, 2017, Investments in the form of PMI Management Promissory Notes, in an aggregate amount not to exceed $1,800,000, provided the following conditions are met as of the date any such Investment is funded:

(i) such Investments (A) shall constitute Pledged Debt, and (B) shall be evidenced by promissory notes in form and substance attached to the PMI Acquisition Agreement and such promissory notes (and any and all collateral security securing such promissory notes) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement;

(ii) no Default or Event of Default shall have occurred and be continuing; and

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(iii) on a pro forma basis after giving effect to any such Investment and/or the funding thereof, Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.20 for the most recently ended period as demonstrated by a pro forma Compliance Certificate delivered to the Administrative Agent on or before any such funding date;

(k) Investments in the form of Permitted Acquisitions; provided that if any Person to be acquired shall not be merged into a Loan Party or shall not be required to become a Guarantor, or any assets to be acquired will not be owned by a Loan Party, then the portion of the consideration for such Permitted Acquisition allocable to such non-Loan Party and non-Collateral assets (as reasonably agreed by the Borrower and the Administrative Agent) shall be required to be incurred under, and constitute usage of, either Section 7.03(h) or 7.03(l), as reasonably demonstrated to the Administrative Agent;

(l) other Investments not exceeding $5,000,000 at any time outstanding;

(m) Investments held by a Subsidiary that is acquired after the Closing Date or held by a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 7.03 (other than this clause (m)) or 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

(n) any Investment by Borrower consisting of Akumin FL Loans made under the Akumin FL Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent (or the Alaris Note has been paid in full and terminated); provided that such Akumin FL Loan (i) may not be advanced by the Borrower to Akumin FL if a Default or Event of Default shall have occurred and be continuing, (ii) shall be secured by the assets of Akumin FL pursuant to the Akumin FL Security Agreement and (iii) shall constitute (along with the Akumin FL Note) Pledged Debt as security for the Obligations under the Loan Documents and the Akumin FL Note shall have been delivered to the Administrative Agent pursuant to the terms of the Security Agreement.

7.04 Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any wholly-owned Subsidiary of the Borrower may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other wholly-owned Subsidiaries of the Borrower, provided that if a Loan Party is a party to such transaction, the survivor shall be or become a Loan Party;

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or to another Loan Party; and

(c) the Borrower, Holdings and their respective Subsidiaries may consummate the Related Transactions.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

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(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to Holdings or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e) Dispositions permitted by Section 7.04(b);

(f) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement;

(g) licenses or sublicenses with respect to intellectual property (subject to any Lien of the Collateral Agent on such intellectual property securing the Obligations), leases or subleases, in each case granted to third parties in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties;

(h) the termination, surrender or sublease of real estate leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary, taken as a whole;

(i) the abandonment or other disposition of immaterial intellectual property rights (including allowing any registrations or any applications for registration of any intellectual property rights to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that

(i) such intellectual property rights are not commercially reasonable to maintain under the circumstances and (ii) such disposition would not materially and adversely affect the business of the Borrower and its Subsidiaries;

(j) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(k) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;

(l) Dispositions consisting of Sale and Leaseback Transactions not prohibited by Section 7.24; and

(m) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (m) in any fiscal year shall not exceed $7,500,000, and (iii) not less than 75% of the consideration paid by the buyer in connection with the Disposition of such asset shall be paid to the Borrower or such Subsidiary in cash;

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provided, however, that any Disposition pursuant to this Section 7.05 (other than pursuant to clauses (a), (d), (e), (h), (i), (j), or (k)) shall be for no less than the fair market value of such property at the time of such Disposition.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Subsidiary and Minority Investment may make Restricted Payments to Holdings, any Subsidiaries of Holdings that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary or Minority Investment, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(d) Akumin FL may make Restricted Payments to Alaris USA Inc. when due in accordance with the terms of the Alaris Note and the Alaris Subordination Agreement (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent);

(e) any other Restricted Payment may be made by Holdings or any of its Subsidiaries so long as (i) no Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith) (x) the Consolidated Fixed Charge Coverage Ratio is not less than the level required by Section 7.20(b) as of the last day of the Fiscal Quarter in which such Restricted Payment is made and (y) the Consolidated Total Leverage Ratio is not greater than the level required by Section 7.20(a) (after giving effect to any Leverage Step-Up) as of the last day of the Fiscal Quarter in which such Restricted Payment is made, provided that in the event the Consolidated Total Leverage Ratio required as of the last day of the Fiscal Quarter in which such Restricted Payment is made is greater than 3.50 to 1.00 (after giving effect to any Leverage Step-Up), then such required Consolidated Total Leverage Ratio shall be a level 0.25 below the then applicable ratio set forth in Section 7.20(a) (after giving effect to any Leverage Step-Up); and

(f) Borrower may declare and make (and each Subsidiary of Holdings may declare and make to enable Borrower to do the same) Restricted Payments, directly or indirectly, to Akumin Holdings Corp. and Holdings, so that each of them may, and each of them shall be permitted to, pay, or make distributions to any parent entity to pay (directly or indirectly), any Taxes that are due and payable by, or are attributable to, Holdings and its Subsidiaries.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Holdings and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings or such Subsidiary or Minority Investment as would be obtainable by Holdings or such Subsidiary or Minority Investment at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

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7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary or Minority Investment to make Restricted Payments to Holdings or any Guarantor or to otherwise transfer property to or invest in Holdings or any Guarantor, (ii) of any Subsidiary or Minority Investment to Guarantee the Indebtedness of Holdings or (iii) of Holdings or any Subsidiary or Minority Investment to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10 Amendments of Organization Documents and Agreements.

(a) Amend any of its Organization Documents (other than to change its name as permitted by Section 7.18 hereof) without the prior written consent of the Administrative Agent;

(b) Except as required by Law, (i) amend, modify or otherwise change any provision of the Management Services Agreements without the prior written consent of the Administrative Agent or (ii) terminate the Management Services Agreements, unless such amendment, modification or change is necessary or advisable to comply with applicable Laws; or

(c) Amend, modify or otherwise change the PMI Management Promissory Notes (or, prior to issuance, the form thereof as set forth in the PMI Acquisition Agreement) or issue the PMI Management Promissory Notes in a form other than the form set forth in the PMI Acquisition Agreement, in any such case without the prior written consent of the Administrative Agent.

7.11 Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required by IFRS or applicable generally accepted accounting principles, or (ii) Fiscal Year, except to change the Fiscal Year of any Loan Party to December 31.

7.12 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness listed on Schedule 7.02, or amend, modify or change in any manner any term or condition of any such Indebtedness listed on Schedule 7.02, (iii) Indebtedness repaid using the purchase price proceeds of the Acquisition Agreement in accordance with the terms of the Acquisition Agreement or (iv) Indebtedness repaid by Akumin FL on the Akumin FL Note or the Alaris Note in accordance with their respective terms and the Alaris Subordination Agreement (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

7.13 Prepayments and Amendments.

(a) Prepay amounts not then due and owing under the Alaris Note; or

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(b) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any term or condition of any Related Document, the Alaris Note or the Alaris Subordination Agreement, or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement, agree in any manner to any other amendment, modification or change of any term or condition of any Related Document, the Alaris Note or the Alaris Subordination Agreement or increase the amount of the Akumin FL Note above $5,000,000 or take any other action in connection with any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement that would impair the value or the interest or rights of any Loan Party thereunder or that would be materially adverse to, or impair the rights or interests of, any Agent or any Lender.

7.14 Partnerships, Etc. Except as set forth on Schedule 7.14 as of the Closing Date, become a general partner in any general or limited partnership or joint venture.

7.15 Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

7.16 Formation of Subsidiaries. Organize or invest in any new Subsidiary or Minority Investment without the prior written consent of the Administrative Agent, unless such Investment is permitted pursuant to the terms hereof (including Section 7.03) and, with respect to any such action, Holdings causes such Subsidiary or Minority Investment to comply with Section 6.12. Notwithstanding anything contained herein to the contrary, (a) Akumin FL shall not be considered a “Subsidiary” for purposes of (i) Section 6.16(a) and (c), and, only with respect to the Akumin FL Note, the Alaris Note or the Alaris Subordination Agreement, Section 7.09, (ii) the calculations of the financial covenants set forth in Section 7.20, and (iii) Akumin FL shall not be considered a “Loan Party” for purposes of Section 10.08, (b) Akumin FL shall not be required to comply with the requirements set forth in Section 6.12 other than that the direct parent of Akumin FL shall duly execute and deliver to the Administrative Agent a pledge agreement in form and substance satisfactory to the Administrative Agent pledging the Equity Interests of Akumin FL to the Administrative Agent as security for the Obligations (together with the delivery of all Equity Interests in and of Akumin FL, duly endorsed for transfer) and (c) no Investment shall or may be made by any Loan Party in Akumin FL other than the Akumin FL Loans under the Akumin FL Note.

7.17 Negative Pledge. Enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) in favor of the Administrative Agent or (b) in connection with (i) any purchase money Indebtedness permitted by Section 7.02(f) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (ii) any Capitalized Lease permitted by Section 7.02(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iii) Liens existing on the date hereof and described on Schedule 7.01(b) hereto, or (iv) Liens granted by Akumin FL securing the Alaris Note (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

7.18 Changes in Locations; Name, etc. Change the location of its chief executive office/chief place of business or (b) change its name or change the location where it maintains its records unless it shall have given the Administrative Agent at least 30 days prior written notice thereof and shall have delivered to the Administrative Agent all UCC and PPSA financing statements and amendments thereto as the Administrative Agent shall request and taken all other actions deemed reasonably necessary by the Administrative Agent to continue its perfected security interest in the Collateral.

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7.19 Holdings. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and its Subsidiaries and other Investments, the performance of the Loan Documents, provision of corporate services to the Borrower and its Subsidiaries and other Investments (such as licensing of intellectual property rights and senior management services and, to the extent required by landlords in the ordinary course of the business of Holdings and its Subsidiaries, entering into or guaranteeing leases of real property to be utilized by the Borrower and its Subsidiaries (and subleasing the same to the Borrower and/or its applicable Subsidiaries)) and those related to being an offering corporation, reporting issuer and a Person listed on a recognized stock exchange.

7.20 Financial Covenants.

(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2018) set forth below to exceed the ratio indicated:

Fiscal Quarter	Maximum Consolidated Total Leverage Ratio
September 30, 2018 to June 30, 2019		3.50:1.00
September 30, 2019 to June 30, 2020		3.25:1.00
September 30, 2020 and thereafter		3.00:1.00

; provided that, following an acquisition permitted pursuant to Section 7.03 of at least $30,000,000 in aggregate consideration (excluding any earnouts) (a “Material Acquisition”), Holdings and the Borrower may elect (at their option) to step up the maximum permitted Consolidated Total Leverage Ratio to a level that is up to 0.50 greater than the Consolidated Total Leverage Ratio level then in effect for the last day of the Fiscal Quarter in which such Material Acquisition is consummated and the last day of each of the ensuing three Fiscal Quarters (or such shorter period as Holdings and the Borrower may elect) (such increase, a “Leverage Step-Up”); provided, further, that there shall be no more than two such Leverage Step-Ups permitted during the term of this Agreement.

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.20:1.00 as of the last day of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2018).

(c) In the event that any pro forma compliance with either financial covenant set forth in clause (a) or (b) above is required prior to the first delivery of a Compliance Certificate for the Fiscal Quarter ending September 30, 2018, the relevant test levels shall be 3.50 to 1.00 for the Consolidated Total Leverage Ratio and 1.20 to 1.00 for the Consolidated Fixed Charge Coverage Ratio.

7.21 ERISA.

(a) Permit the affairs of any Loan Party to be conducted so that the underlying assets of the any Loan Party constitutes “plan assets” within the meaning of the Plan Asset Rules.

(b) Permit the occurrence or reasonably expected occurrence of an ERISA Event that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

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(d) Maintain, contribute to, or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.

7.22 Cash Management. Modify, or permit any change to, the cash management systems described in Section 6.16 (including, without limitation, any modification or revocation of any sweep arrangements pertaining to a Collection Account) without the prior written consent of the Administrative Agent.

7.23 OFAC; USA Patriot Act. Fail to comply with the Laws, regulations and executive orders referred to in Section 5.30. No Loan Party, Subsidiary or PC Entity, nor to the knowledge of the Loan Party, any director, officer, agent, employee, or other Person acting on behalf of the Loan Party, any Subsidiary or any PC Entity, will request or use the proceeds of any Loan or Letter of Credit, directly or indirectly, (A) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-bribery and anti-corruption legislation in other jurisdictions, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or Canada, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, PC Entity, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the transaction of any Sanctions.

7.24 Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may enter into Sale and Leaseback Transactions so long as the Attributable Indebtedness is permitted under Section 7.02 and the corresponding Lien is permitted under Section 7.01.

7.25 Hazardous Materials. Permit, cause or suffer to exist any Release of any Hazardous Material at, to or from any of its properties that would violate or form the basis of Environmental Liability, other than such violations or liabilities that would not, in the aggregate, reasonably be expected to result in Material Adverse Effect.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default hereunder:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of or interest on any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within two (2) days after the same becomes due, any fee due or other amount payable hereunder or under any other Loan Document; or

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(b) Specific Covenants. The Borrower or any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.16(b) or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for fifteen (15) days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e) Cross-Default. (i) Any Loan Party or any of its Subsidiaries or Minority Investments (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary or Minority Investment as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries or Minority Investments institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; makes a proposal to its creditors or files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

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(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries or Minority Investments becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any of its Subsidiaries or Minority Investments (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount, or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. Any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; or

(j) ERISA Event. (i) An ERISA Event shall occur or be reasonably expected to occur that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect; or (ii) permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(k) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(l) Change of Control. There occurs any Change of Control; or

(m) Collateral Document. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

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(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of any Event of Default described in either of Section 8.01(f) or (g), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Agents in their capacities as such ratably among them in proportion to the amounts described in this clause First payable to them;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and any amounts owed under any Hedge Agreement and any Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, and, if applicable, any Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them, provided that no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Swap Obligations of such Guarantor;

Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

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ARTICLE IX

ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

(a) Each of the Lenders and each L/C hereby irrevocably appoints BBVA to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding any other provision of this Agreement, neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement or Secured Cash Management Agreement.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or Minority Investment or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

(a) Each Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its

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own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders.

(b) Each Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders hereunder and under the other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Information) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including, without limitation, any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall take such action with respect to such Event of Default or Default as may be requested by the Required Lenders in accordance with Section 8.02; provided, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective

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activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and L/C Issuer appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower, L/C Issuer and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b) Any resignation by BBVA as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. If BBVA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all such L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the existing L/C Issuer to effectively assume the obligations of the existing L/C Issuer with respect to such Letters of Credit.

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9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower and the other Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates which may come into the possession of the Administrative Agent.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding the Arranger shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Agents and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Agents under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.07 and 10.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (each, a “Credit Bid”) (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code or any other Debtor Relief Law, or any similar Laws in any other jurisdictions to which Holdings or any of its Subsidiaries is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such Credit Bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, Credit Bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles; provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be Credit Bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt Credit Bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01 hereof;

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(b) to release any Guarantor from its obligations under a Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(g).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Secured Cash Management Agreements and Hedge Agreements. No Lender Counterparty that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty.

9.12 Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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9.13 Lender ERISA Representation.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i) none of the Administrative Agent, any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

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(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c) The Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b) postpone any date scheduled for any payment of principal or interest under Sections 2.05 or 2.06, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document including but not limited to the Maturity Date without the written consent of each Lender entitled to such payment;

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(c) reduce the principal of, or the rate of interest specified herein on or any Loan, L/C Borrowing or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(d) change any provision of Section 8.03 so as to alter the manner of application of any payment in respect of the Obligations or proceeds of Collateral, in each case without the written consent of each Lender directly affected thereby;

(e) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(g) release either (i) Holdings from the Parent Guaranty or (ii) all or substantially all of the value of the Guarantees of the Subsidiaries under the Subsidiary Guaranty, in each case without the written consent of each Lender; or

(h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

10.02 Notices and Other Communications; Facsimile Copies.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified on its signature page hereto, or such other office of such Lender as may be designated in writing to the Administrative Agent and the Borrower by such Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

(d) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses,

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costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower (in the absence of the gross negligence or willful misconduct of such Person). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as al L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower agrees to pay on demand (i) all costs and expenses of each Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of one primary U.S. counsel, one primary Canadian counsel and reasonably necessary local and/or regulatory counsel (limited to one regulatory counsel in any reasonably necessary specialty and to one local counsel in each reasonably necessary jurisdiction) for the Agents and the Arrangers with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with the Loan Parties or with other creditors of the Loan Parties arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent, the Arranger, each Lender and the L/C Issuer (and each Related Party of each Agent, the Arranger and each Lender) in connection with the enforcement of the Loan Documents, whether in any action, suit

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or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Agents, the Arranger, the Lenders and the L/C Issuer, (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)).

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each other Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Indemnitees (taken as a whole), (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party have obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) the L/C Issuer or the Swing Line Lender in its capacity as

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such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans, participations in L/C Obligations and in Swing Line Loans); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and, in any case, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the

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applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(c) Consents. No consent shall be required for any assignment except any consent in proviso (i) to clause (b) above regarding minimum assignment amounts and:

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(iii) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(d) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. It is the intention of this Agreement that the Loans will be in registered form for United States federal income tax purposes and this Agreement shall be interpreted to further that intention.

(e) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Holdings or any of Holdings’ Affiliates or Subsidiaries, Minority Investments or Professional Services Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain

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solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.04 or 3.01 with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time BBVA or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), (i) such Person may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) BBVA may, upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of BBVA or the applicable L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If BBVA or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make

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Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to BBVA to effectively assume the obligations of BBVA with respect to such Letters of Credit.

(i) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

(j) Notwithstanding anything to the contrary contained herein, any Lender other than a Lender that is then a Defaulting Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Administrative Agent, and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent, or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it

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exercised such right of setoff. The rights of each Lender, the Administrative Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (including without limitation, the Criminal Code (Canada)) (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

129

(c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH LOAN PARTY A PARTY HERETO (OTHER THAN HOLDINGS) HEREBY IRREVOCABLY APPOINTS HOLDINGS, AND HOLDINGS HEREBY IRREVOCABLY APPOINTS CT CORPORATION (THE “PROCESS AGENT”) IN EACH CASE TO RECEIVE, FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN ANY PROCEEDINGS HEREUNDER. IF FOR ANY REASON THE PROCESS AGENT IS UNABLE TO ACT AS SUCH, HOLDINGS SHALL WITHIN THIRTY (30) DAYS APPOINT A SUBSTITUTE PROCESS AGENT LOCATED IN THE STATE OF NEW YORK AND SHALL GIVE NOTICE OF SUCH APPOINTMENT TO THE AGENTS.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 USA Patriot Act and Canadian AML Acts’ Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act or any Canadian AML Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party, information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act and the Canadian AML Acts. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Canadian AML Acts.

130

10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

10.18 Additional Titles. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Lead Arranger and Bookrunner shall have no duties or responsibilities in their capacity as such hereunder and such Persons shall not have or be deemed to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations of the Lead Arranger or Bookrunner shall be construed to exist in this Agreement or any other Loan Document.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable Law).

131

[SIGNATURE PAGES FOLLOW]

132

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AKUMIN INC., as Holdings
By:	(signed) “Mohammad Saleem”
Name:	Mohammad Saleem
Title:	Chief Financial Officer and Secretary
AKUMIN CORP., as the Borrower
By:	(signed) “Mohammad Saleem”
Name:	Mohammad Saleem
Title:	Chief Financial Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as
Administrative Agent
By:	(signed) “Kyle Sederstrom”
Name:	KYLE SEDERSTROM
Title:	VICE PRESIDENT

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as a Lender
By:	(signed) “Kyle Sederstrom”
Name:	KYLE SEDERSTROM
Title:	VICE PRESIDENT

Lending Office:

BBVA Compass

3131 West 7^th Street, Suite 200

Fort Worth, Texas 76107

Attention: Kyle L. Sederstrom

Facsimile: 817 375 3535

Electronic Mail: kyle.sederstrom@bbva.com

Notices:

Kyle Sederstrom

BBVA Compass

3131 West 7^th Street, Suite 200

Fort Worth, Texas 76107

Attention: Kyle L. Sederstrom

Facsimile: 817 375 3535

Electronic Mail: kyle.sederstrom@bbva.com

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THE BANK OF NOVA SCOTIA, as a Lender
By:	(signed) “Suneel Puri”
Name:	Suneel Puri
Title:	Director
By:	(signed) “Daniel Cameron”
Name:	Daniel Cameron
Title:	Director

Lending Office:

The Bank of Nova Scotia

40 King Street West, 13^th Floor

Toronto, Ontario, Canada

M5H 1H1

Attention: Suneel Puri

Facsimile: 416-933-0122

Electronic Mail: Suneel.puri@scotiabank.com

Notices:

The Bank of Nova Scotia

40 King Street West, 13^th Floor

Toronto, Ontario, Canada

M5H 1H1

Attention: Suneel Puri

Facsimile: 416-933-0122

Electronic Mail: Suneel.puri@scotiabank.com

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NATIONAL BANK OF CANADA, as a Lender
By:	(signed) “David Sellitto”
Name:	David Sellitto
Title:	Director
By:	(signed) “David Torry”
Name:	Daniel Cameron
Title:	Managing Director

Lending Office:

National Bank of Canada

130 King Street West, Suite 3200

Toronto, Ontario M5X 1J9

Attention: David Sellitto

Facsimile: 416-869-6545

Electronic Mail: david.sellitto@nbc.ca

Notices:

National Bank of Canada

130 King Street West, Suite 3200

Toronto, Ontario M5X 1J9

Attention: David Sellitto

Facsimile: 416-869-6545

Electronic Mail: david.sellitto@nbc.ca

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANKUNITED, N.A., as a Lender
By:	(signed) “James P. Craig”
Name:	James P. Craig
Title:	SVP
By:	NA
Name:
Title:

Lending Office:

BankUnited, N.A.

900 SE Third Avenue

Ft. Lauderdale, FL 33316

Attention: Jim Craig

Facsimile: 866-516-6906

Electronic Mail: jcraig@bankunited.com

Notices:

BankUnited, N.A.

900 SE Third Avenue

Ft. Lauderdale, FL 33316

Attention: Jim Craig

Facsimile: 866-516-6906

Electronic Mail: jcraig@bankunited.com

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SIEMENS FINANCIAL SERVICES, INC. as a Lender
By:	(signed) “William D. Jentsch”
Name:	William D. Jentsch
Title:	Vice President
By:	(signed) “ Melissa J. Brown ”
Name:	Melissa J. Brown
Title:	Sr. Transaction Coordinator

Lending Office:

Siemens Financial Services, Inc.

170 Wood Avenue, South

Iselin, NJ 08830

Attention: Philip Marrone

Facsimile:

Electronic Mail: philip.marrone@siemens.com

Notices:

Siemens Financial Services, Inc.

170 Wood Avenue, South

Iselin, NJ 08830

Attention: Melissa Brown

Facsimile:

Electronic Mail: melissa.brown@siemens.com

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Revolving Credit Lender	Revolving Credit Commitment		Applicable Percentage (Revolving Credit Facility)
Compass Bank	$	10,384,615.38		34.6153846	%
Bank of Nova Scotia	$	6,000,000.00		20.0000000	%
National Bank of Canada	$	6,000,000.00		20.0000000	%
BankUnited	$	4,615,384.62		15.3846154	%
Siemens Financial Services, Inc.	$	3,000,000.00		10.0000000	%
Total:	$	30,000,000.00		100.000000000	%
Term Lender	Term Commitment		Applicable Percentage (Term Facility)
Compass Bank	$	34,615,384.62		34.61538462	%
Bank of Nova Scotia	$	20,000,000.00		20.00000000	%
National Bank of Canada	$	20,000,000.00		20.00000000	%
BankUnited	$	15,384,615.38		15.38461538	%
Siemens Financial Services, Inc.	$	10,000,000.00		10.00000000	%
Total:	$	100,000,000.00		100.000000000	%

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

AKUMIN INC., as Holdings,

AKUMIN CORP., as Borrower

8300 W. Sunrise Boulevard

Plantation, FL, 33322

Attention:	Riadh Zine
Telephone:	954-577-6000
Facsimile:	954-577-5816
Electronic Mail:	riadh.zine@akumin.com

ADMINISTRATIVE AGENT:

For payments and Requests for Credit Extensions:
Administrative Agent’s Office (
Attention:	LD&FC Agency Services
Facsimile:	205-524-9604

Electronic Mail: ldfcagencyservices.us@bbva.com]

USD PAYMENT INSTRUCTIONS:

Bank Name:	Compass Bank
Address:	8333 Douglas Ave, 2nd FL, Dallas, TX 75225
ABA #:	113010547
Account Name:	Agency Services Wire GL
Account Number:	90173032
Attn:	Agency Services
Reference:	Akumin Corp.

For delivery of financial statements and Compliance Certificates pursuant to Sections 6.01 and 6.02:

Kyle L. Sederstrom
BBVA Compass - Middle Market
Vice President - Corporate Relationship Manager
Fort Worth - Two Museum Place
3131 West 7th Street, Suite 200
Fort Worth, Texas 76107
Telephone:	817 735 0979
Facsimile:	817 375 3535
Electronic Mail:	kyle.sederstrom@bbva.com

For delivery of other Notices to Administrative Agent:

COMPASS BANK d/b/a BBVA COMPASS
Attention:	Kyle Sederstrom
Electronic Mail:	ldfcagencyservices.us@bbva.com, kyle.sederstrom@bbva.com, and
ny.us.syndicated.finance.group@bbva.com.

EX-99.2

Exhibit 99.2

Akumin to Host 2018 Financial Results Call on March 29, 2019

March 27, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) will host a conference call from 8:30 a.m. to 9:00 a.m. Eastern Time, March 29, 2019, to discuss its fourth quarter and fiscal 2018 financial results. The Company expects to release its fourth quarter and fiscal 2018 financial results prior to markets opening on the same day.

To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. There will also be simultaneous and archived webcasts available at http://bit.ly/Akumin-2018FourthQuarterandYearEndResults. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Friday, April 5, 2019 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 7068105.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 29, 2018, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect

Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 2 -

EX-99.3

Exhibit 99.3

Annual Information Form

For the year ended December 31, 2018

Dated: March 28, 2019

Table of Contents

Meaning of Certain References	1
Glossary	1
Non-IFRS Measures	1
Forward-Looking Information	2
Corporate Structure	4
Name, Address and Incorporation	4
Intercorporate Relationships	4
General Development of the Business	4
Three-Year History	4
The Business	6
Overview of Akumin	6
Business Model	6
Outpatient Diagnostic Imaging Centers	6
Future Growth	7
Seasonality	7
Competition	7
Compliance and Internal Controls	8
Employees	8
Corporate Reorganization	9
Environmental and Corporate Responsibility	9
Risk Factors	9
Risks Related to our Business and Industry	10
Risks Related to Ownership of our Shares	20
Dividends and Distributions	23
Description of Capital Structure	24
Common Shares	24
Preferred Shares	24
Market For Securities	25
Trading Price and Volume	25
Prior Sales	25
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer	26
Directors and Officers	26
Ownership Interest	27
Cease Trade Orders	27
Bankruptcies	27
Penalties or Sanctions	28
Conflicts of Interest	28
Audit Committee	28
Audit Committee	28
External Auditor Service Fees	29
Legal Proceedings and Regulatory Actions	29
Interests of Management and Others in Material Transactions	29
Transfer Agent and Registrar	30
Material Contracts	30
Credit Agreement	30
Purchase of Rose Radiology	30
Interests of Experts	30
Additional Information	31

Annual Information Form

Meaning of Certain References

Unless otherwise noted or the context requires:

a) all references in this annual information form (the “Annual Information Form”) to the “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries and other consolidating entities, on a consolidated basis, as of the date hereof;

b) all references to “$” are to United States dollars; and

c) all references to “federal” refer to the departments and agencies of the federal government of the United States of America.

Certain terms used in this Annual Information Form are defined under “Glossary”.

Glossary

Certain terms used in this Annual Information Form have the following meanings:

“Common Shares” means the common shares in the capital of the Company.

“Control” means: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other person or persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such person are held, directly or indirectly, by or solely for the benefit of the other person or persons; and “Controls” and “Controlling” shall be interpreted accordingly.

“Fiscal 2017” refers to the 15-month period ended December 31, 2017 of the Company.

“Fiscal 2018” refers to the 12-month period ended December 31, 2018 of the Company.

“SEDAR” means the system for electronic document analysis and retrieval at www.sedar.com.

“Shareholders” means the holders of Common Shares.

Non-IFRS Measures

This Annual Information Form makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that

AKUMIN INC    |    Annual Information Form    |    2018    1

may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to Shareholders before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related costs and public offering costs, gains (losses) in the period and one-time adjustments.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the total revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

See “Non-IFRS Measures” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2018, which section is incorporated by reference herein, for a reconciliation of these non-IFRS measures to the relevant reported measures calculated in accordance with IFRS.

Forward-Looking Information

This Annual Information Form contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this Annual Information Form include, without limitation, statements regarding:

• expected performance and cash flows;

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by insurance payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of our directors and executive officers.

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Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in the radiology and diagnostic imaging services industry;

• our ability to service existing debt;

• our ability to acquire new radiology and medical imaging centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete the acquisitions of new radiology and medical imaging centers;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisition;

• market conditions in the capital markets and the radiology and medical imaging services industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Annual Information Form in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

• no unforeseen changes in the regulatory environment for our services;

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this Annual Information Form by the foregoing cautionary statements.

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Corporate Structure

Name, Address and Incorporation

Akumin Inc. is a corporation existing under the Business Corporations Act (Ontario) (the “OBCA”). The Company was formed on August 12, 2015 through the amalgamation of Elite Imaging Inc. (“Elite Imaging”) with 2473241 Ontario Inc. (“2473241”). 2473241 was incorporated under the OBCA on June 30, 2015. Elite Imaging was incorporated under the OBCA on September 23, 2013 as “Tristate Canadian Holdings Inc.” and changed its name to Elite Imaging Inc. on September 17, 2014. Elite Imaging subsequently changed its name to Akumin Inc. pursuant to articles of amendment filed on March 22, 2017.

Our registered and head office is located at 151 Bloor Street West, Suite 603, Toronto, Ontario M5S 1S4. Our telephone number at our head office is 416-613-1391 and our toll-free telephone number is 1-800-730-0050.

Our website is www.akumin.com. Information contained on our website does not constitute a part of this Annual Information Form.

Intercorporate Relationships

The following chart identifies our material subsidiaries, their applicable governing jurisdictions and the percentage of their voting securities which are beneficially owned, or Controlled or directed, directly or indirectly, by Akumin:

General Development of the Business

Three-Year History

Acquisitions

Our business has developed through a series of strategic and tuck-in acquisitions, beginning in October 1, 2014 with the acquisition by Akumin Corp. (“Akumin US”), a Delaware corporation and an indirect wholly-owned subsidiary of Akumin, of all of the membership interests of Akumin Florida Holdings, LLC (formerly Tri-State Imaging FL Holdings, LLC) (“Florida LLC”). At the time, Florida LLC operated fourteen outpatient diagnostic imaging centers in Florida. Pursuant to an asset transfer agreement dated April 21, 2016, Florida LLC acquired certain assets of former affiliates of Florida LLC which consisted of their outpatient diagnostic imaging centers in Pennsylvania and Delaware.

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Between August 1, 2016 and April 1, 2017, the Company acquired a New York-based revenue and billing management business, Rev Flo, Inc.¹ and, in two separate transactions, seven diagnostic imaging centers in Florida.

On August 9, 2017, the Company entered into a purchase agreement with certain selling securityholders of Preferred Medical Imaging, LLC (“Akumin Texas”)² and consummated a transaction for the purchase of all of the issued and outstanding equity interests in Akumin Texas for $94 million. Akumin Texas, through its wholly-owned, Controlled and managed subsidiaries, operates diagnostic imaging centers predominantly in the Dallas-Fort Worth, Texas area, as well as additional diagnostic imaging centers in other parts of Texas, in Chicago, Illinois and in Wichita, Kansas.

On May 11, 2018, the Company acquired a further four diagnostic imaging centers in and around the Tampa, Florida area, commencing operations on Florida’s west coast.

On May 24, 2018, the Company, through Akumin Texas, acquired all of the outstanding non-Controlling interests in seven of its existing Texas-based diagnostic imaging centers for an aggregate purchase price of approximately $21.6 million, of which approximately $17.9 million was paid in cash and the balance of approximately $3.7 million was paid by the issuance of Common Shares.

Between August and November, 2018, in three separate transactions, the Company acquired eleven diagnostic imaging centers operated by Rose Radiology Centers, Inc.³ (“Rose Radiology”) on Florida’s west coast for approximately $25 million, one in central Florida from another seller and four in south Florida from Diagnostic Professionals, Inc. and related parties.

As at December 31, 2018, we operate 95 outpatient diagnostic imaging centers spread across Florida, Pennsylvania, Delaware, Texas, Illinois and Kansas.

Financing

We completed our initial public offering via a long-form prospectus of the Company dated November 24, 2017, and the Common Shares were listed for trading in U.S. dollars on the Toronto Stock Exchange (“TSX”) under the symbol “AKU.U” on December 1, 2017. The Common Shares were also listed for trading in Canadian dollars on the TSX under the symbol “AKU” on September 24, 2018.

On August 15, 2018, we refinanced our existing credit facilities with a syndicate of institutional lenders. The new credit facilities include a term loan credit facility with a principal amount of $100 million and a revolving credit facility of $30 million, both with a maturity date of August 15, 2023. The proceeds of the term loan credit facility were used to repay our prior senior credit facility with a principal amount outstanding of approximately $74.6 million and to finance the purchase price for the centers operated by Rose Radiology of approximately $25 million. The credit facilities are secured against all of the assets of the Company and its managed radiology practices, subject to certain limited exceptions.

Further, in connection with an acquisition, our subsidiary, Akumin FL, LLC, assumed a subordinated note from the sellers on May 11, 2018 with a principal amount of $1.5 million due to a lender. The obligations under that subordinated note are secured over all of the assets of Akumin FL, LLC and are subordinated to a working capital loan with a principal amount of up to $5 million due by Akumin FL, LLC to Akumin US. Subject to certain contingencies related to the performance of the acquisition target during the period from January 1, 2019 through December 31, 2021, the principal amount due under the subordinated note may be increased to a maximum of $5.5 million.

(1) Rev Flo, Inc. merged into Akumin US effective December 31, 2018.

(2) Preferred Medical Imaging, LLC changed its name to Akumin Imaging Texas, LLC pursuant to Articles of Amendment effective December 31, 2018.

(3) Rose Radiology Centers, Inc. converted to a limited liability company, as Rose Radiology Centers, LLC, effective September 1, 2018.

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The Business

Overview of Akumin

Akumin is a leading provider of outpatient diagnostic imaging services in the United States, with 95 centers located in Florida, Pennsylvania, Delaware, Texas, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders, thereby reducing the need for unnecessary invasive procedures and contributing to lower costs and better outcomes for patients. Our imaging procedures include magnetic resonance imaging (MRI), computerized tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

Business Model

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for deep, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

We manage our business on the basis of one operating and reportable segment: outpatient diagnostic medical imaging services. We derive substantially all of our revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. For Fiscal 2018, we generated revenue from continued operations of $154,782,067.

Note: Revenue and Adjusted EBITDA are recorded in ‘000s.

Outpatient Diagnostic Imaging Centers

As of December 31, 2018, we operate 95 outpatient diagnostic imaging centers in the United States spread across Florida, Pennsylvania, Delaware, Texas, Illinois and Kansas. Our outpatient diagnostic imaging centers offer diagnostic imaging for referring physicians, as well as diagnostic imaging related to personal injury protection. We provide a full range of medical imaging services, including MRI, CT, PET, ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

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The following table shows the number of outpatient diagnostic imaging centers of Akumin as at each given date:

	As at Dec 31, 2018		As at Dec 31, 2017		As at Sep 30, 2016		As at Sep 30, 2015
Number of Diagnostic Imaging Facilities		95		74		39		14

Future Growth

We have a highly strategic and thoughtful approach to growth that is focused on profitability over the long term.

Our planned growth will be comprised of organic growth as well as opportunistic acquisitions. We expect the focus of our acquisition growth will be in the markets where we currently maintain a significant foothold. These markets include Florida, Texas and Pennsylvania.

Organic growth will be a combination of marketing and operational focus to increase volumes in our existing clinics as well as opening new clinics in our key markets. Additionally, where market demand subsists, we will consider adding modalities in centers that are currently only single or dual modality centers. We expect multi-modality centers to help diversify risk while contributing positively to our margins.

We also expect to focus on key markets and to build geographic density within those markets to help us work closely with the insurance payors with whom we conduct business.

To attain growth and offer a competitive differentiator in key markets, we will also consider replacing or adding new technologies and equipment. While reimbursement rates may not change with newer equipment, we believe this strategy will offer us a market advantage which will ultimately lead to increased volumes. An example of this is our investment in 3D digital mammography, which is now being reimbursed by many of the large national insurance payors in addition to Medicare.

See “Forward-Looking Information” and “Risk Factors” in this Annual Information Form.

Seasonality

The seasonality in our business usually leads to lower first calendar quarter revenue and profitability from weaker utilization of services as a result of winter weather on the East Coast. Our business is also affected by the hurricane season which may impact our operations in coastal regions, particularly in Florida, albeit the Company seeks to mitigate disruptions as a result of hurricane damage through insurance coverage. Our geographic diversification across the Northeast, Southeast and Central United States helps to diminish such seasonality risks.

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

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Compliance and Internal Controls

The Company is subject to a range of state and federal regulatory laws and statutes. Compliance and related internal controls are managed by the Company’s Chief Compliance Officer, who chairs the Company’s Compliance Committee. The Compliance Committee has oversight with respect to the following matters:

• audit compliance in marketing, operations, billing, clinical, information technology, exclusions checks, human resources and quarterly compliance checks vis-à-vis the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HIPAA”). These audits encompass members of our leadership teams within these areas and provide information related to compliance with specific statutes, including the False Claims Act, the Anti-Kickback Statute, HIPAA, the federal physician self-referral prohibition commonly known as the “Stark Law” and the state equivalent of the Stark Law and other similar statutes. The Compliance Committee analyzes this information to recommend and implement solutions;

• risk analysis for each of above areas (completed quarterly). This analysis focuses on regulatory compliance and is used for building the structure of audits for each area. Items identified are assigned scores which include likelihood of occurrence, resulting impact of occurrence and trending data for mitigating risk;

• oversight to investigations and trends within compliance program (ongoing). The Chief Compliance Officer guides his team regarding investigations and, where appropriate, completes these investigations directly and reports findings to both the Compliance Committee and the Compliance Board;

• review and modify policies and procedures, as needed (ongoing); and

• review and modify company training (ongoing).

The Company’s compliance program also includes annual training for Compliance Committee members, a compliance hotline and compliance management software.

The Company’s internal controls for mitigating regulatory risk include:

• policies and procedures which address specific compliance issues, including marketing, operations, and compliance with specific statutes such as the False Claims Act, the Anti-Kickback Statute, HIPAA, the Stark Law and other similar statutes;

• training and education of employees on prevention of fraud and abuse, including with respect to HIPAA. One of the basic tools of this training is our Code of Conduct;

• employee-specific training provided for different job titles within the Company to address risks pertaining to their role;

• training provided to employees through our compliance management software platform which provides information including training reports for individual employees;

• management of a company-wide compliance hotline. Employees are trained to use it any time they see or suspect compliance issues. This hotline is available via phone, email, and fax and employees can maintain complete anonymity without fear of retaliation;

• having a Compliance Committee and a Compliance Board; and

• having a Chief Compliance Officer and other compliance staff.

Employees

As at December 31, 2018, we have approximately 1,454 employees.

We employ site managers who are responsible for overseeing day-to-day and routine operations at each of our outpatient diagnostic imaging centers, including staffing, modality and schedule coordination, referring physician and patient relations and purchasing of materials. These site managers report to regional directors, who are responsible for oversight of the operations of all outpatient diagnostic imaging centers within their region, including operations, marketing and contracting. The regional directors, along with our directors of contracting, marketing, facilities, management/purchasing and human resources all report to our Executive Vice President and Chief Operating Officer. Our Executive Vice President and Chief Operating Officer, our Chief Financial Officer and Corporate Secretary and our medical director report directly to our President and Chief Executive Officer.

None of our employees are covered by a collective bargaining agreement, and we have had no labour-related work stoppages.

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Corporate Reorganization

Effective December 31, 2018, we completed a corporate reorganization of certain of our subsidiaries which included changing the name of our subsidiary Preferred Medical Imaging, LLC to Akumin Imaging Texas, LLC and the name of our subsidiary Tri-State Imaging FL Holdings, LLC to Akumin Florida Holdings, LLC.

Environmental and Corporate Responsibility

Management seeks to keep individual and collective exposure to doses of radioactive materials and radiation sources “as low as reasonably achievable” (or “ALARA”). The ALARA approach focuses on actively seeking out methods to minimize radiation exposure.

In addition to having established written policies, procedures and instructions to foster the ALARA concept within the Company, we have a dedicated Radiation Safety Officer (“RSO”). The RSO performs quarterly and annual reviews and implements changes driven by regulatory or industry requirements.

Modifications to procedures, equipment and facilities that could reduce radiation exposure are considered and reviewed by the RSO with management annually. In addition to maintaining doses to individuals ALARA, the sum of the doses received by all exposed individuals are also maintained ALARA. The RSO reviews the results of personnel monitoring every quarter and addresses any increased levels.

Radioactive material licenses issued to Akumin are maintained by the RSO and reviewed by a contracted licensed medical physicist every quarter. The radioactive materials held by the Company for equipment calibration and patient use are of low level. None of our facilities release radioactive material into the environment. All radioactive waste is held for storage in-house and decayed to background level prior to disposal.

Our Board has also adopted a written code of conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries’ integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct and monitors compliance through our Governance Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.

Risk Factors

The following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in Akumin and the Common Shares. The risks and uncertainties described in this Annual Information Form and the information incorporated by reference herein are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of the Common Shares could be materially and adversely affected. In all these cases, the trading price of the Common Shares could decline, and prospective investors could lose all or part of their investment.

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Risks Related to Our Business and Industry

Our strategy to grow our business through acquisitions is subject to significant risks.

A key component of our strategy to grow our business is to complete additional outpatient diagnostic imaging center acquisitions to expand our product range and increase our revenues. Accordingly, we will be dependent upon our ability to enter into acquisition agreements that we believe are consistent with our business strategy. Risks in acquiring new outpatient diagnostic imaging centers include: (a) our ability to locate new centers that are attractive and complement our business; and (b) our ability to acquire these centers at attractive acquisition prices. We also face competition from other outpatient diagnostic imaging companies in acquiring outpatient diagnostic imaging centers, which makes it more difficult to find attractive products on acceptable terms. Accordingly, we may not be able to acquire rights to additional outpatient diagnostic imaging centers on acceptable terms, if at all. Further, we may not be able to obtain future financing for new acquisitions on acceptable terms, if at all. Our inability to complete acquisitions of additional outpatient diagnostic imaging centers could limit the overall growth of our business.

We experience competition from other outpatient diagnostic imaging companies and hospitals, and this competition could adversely affect our revenue and business.

The market for outpatient diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our outpatient diagnostic imaging services. We compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our competitors include, among others: Radnet, Inc., Alliance Healthcare Services, Inc., Diagnostic Imaging Group, InSight Health Services Corp. and American Radiology Services. Some of our competitors may now or in the future have access to greater financial resources than we do and may have access to newer, more advanced equipment. In addition, some physician practices have established their own outpatient diagnostic imaging centers within their group practices and compete with us. We are experiencing increased competition as a result of such activities, and if we are unable to successfully compete, our business and financial condition would be adversely affected.

Our failure to integrate the businesses we acquire successfully and on a timely basis could reduce our profitability.

We may never realize expected synergies, business opportunities and growth prospects in connection with our acquisitions. We may experience increased competition that limits our ability to expand our business. We may not be able to capitalize on expected business opportunities, assumptions underlying estimates of expected cost savings may be inaccurate, or general industry and business conditions may deteriorate. In addition, integrating operations will require significant efforts and expenses on our part. Personnel may leave or be terminated because of an acquisition. Our management may have its attention diverted while trying to integrate an acquisition. If these factors limit our ability to integrate the operations of an acquisition successfully or on a timely basis, our expectations of future results of operations, including certain cost savings and synergies as a result of the acquisition, may not be met. In addition, our growth and operating strategies for a target’s business may be different from the strategies that the target company pursued prior to our acquisition. If our strategies are not the proper strategies, it could have a material adverse effect on our business, financial condition and results of operations.

Our ability to generate revenue depends in large part on referrals from physicians.

A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit

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the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the system’s designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.

Pressure to control healthcare costs could have a negative impact on our results.

One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive, and reimbursement schedules are at or below Medicare reimbursement levels. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services, because these organizations will exert greater control over patients’ access to diagnostic imaging services, the selections of the provider of such services and reimbursement rates for those services.

If our contracted radiology practices lose a significant number of radiologists, our financial results could be adversely affected.

At times, there has been a shortage of qualified radiologists in some of the regional markets we serve. In addition, competition in recruiting radiologists may make it difficult for our contracted radiology practices to maintain adequate levels of radiologists. If a significant number of radiologists terminate their relationships with our contracted radiology practices and those radiology practices cannot recruit sufficient qualified radiologists to fulfill their obligations under our agreements with them, our ability to maximize the use of our outpatient diagnostic imaging centers and our financial results could be adversely affected. Neither we, nor our contracted radiology practices, maintain insurance on the lives of any affiliated physicians.

We may become subject to professional malpractice liability, which could be costly and negatively impact our business.

The physicians employed by our contracted radiology practices are from time to time subject to malpractice claims. We structure our relationships with radiologists in a manner that we believe does not constitute the practice of medicine by us or subject us to professional malpractice claims for acts or omissions of physicians employed by the contracted radiology practices. Nevertheless, claims, suits or complaints relating to services provided by the contracted radiology practices have been asserted against us in the past and may be asserted against us in the future. In addition, we may be subject to professional liability claims, including, without limitation, for improper use or malfunction of our outpatient diagnostic imaging equipment or for accidental contamination or injury from exposure to radiation. We may not be able to maintain adequate liability insurance to protect us against those claims at acceptable costs or at all.

Any claim made against us that is not fully covered by insurance could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, all of which could have an adverse effect on our financial performance. In addition, successful claims against us may adversely affect our business or reputation.

We may not be able to enforce claims with respect to the representations, warranties and indemnities that the sellers of any diagnostic imaging center we acquire have provided to us under the respective purchase agreements.

In connection with our acquisitions, the sellers have given certain representations, warranties and indemnities. There can be no assurance that we will be able to enforce any claims against those sellers’ breaches of such representations, warranties or indemnities. The sellers’ liability with respect to breaches of such representations and warranties and indemnities under the respective purchase agreement may be limited. Even if we ultimately succeed in recovering any amounts, we may temporarily be required to bear these losses ourselves.

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We may not be able to secure additional financing which may impair our ability to complete future acquisitions.

There can be no assurance that we will be able to raise the additional funding that we will need to carry out our business objectives and to complete outpatient diagnostic imaging center acquisitions. The development of our business depends upon prevailing capital market conditions, our business performance and our ability to obtain financing through debt financing, equity financing or other means. There is no assurance that we will be successful in obtaining the financing we require as and when needed or at all in order to complete future acquisitions. If additional financing is raised by the issuance of shares from treasury, Control of the Company may change and Shareholders may suffer additional dilution.

We do not independently own all of our outpatient diagnostic imaging centers.

Healthcare laws and regulations in the United States may impact our ability to operate or own our outpatient diagnostic imaging centers, thereby necessitating the use of partnerships, joint ventures and other management services frameworks. The Company may be required to deal with such diverse operating or ownership frameworks. In addition, from time to time, the Company may decide to use cash to restructure its arrangements with fellow owners, managers or operators.

We may engage in litigation with our partners and contractors.

The nature of our relationships with our partners and contractors may give rise to litigation or disputes. In the ordinary course of business, we are the subject of complaints or litigation. We may also engage in future litigation to enforce the terms of our agreements and compliance with our brand standards as determined necessary to protect our brand, the consistency of our services and the consumer experience. Engaging in such litigation may be costly and time-consuming and may distract management and materially adversely affect our relationships with our partners and contractors or potential partners and contractors and our ability to attract new partners and contractors. Any negative outcome of these or any other claims could materially adversely affect our results of operations, as well as our ability to increase our number of partners and contractors and may damage our reputation and brand. Furthermore, existing and future legislation could subject us to additional litigation risk in the event we are required by such legislation to terminate or fail to renew a partner or contractor or not succeed in revising the contracts related to such relationships to comply with changes to legislation.

The regulatory framework in which we operate is uncertain and evolving.

Healthcare laws and regulations may change significantly in the future. We continuously monitor these developments and modify our operations from time to time as the regulatory environment changes. We cannot assure you, however, that we will be able to adapt our operations to address new regulations or that new regulations will not adversely affect our business. In addition, although we believe that we are operating in compliance with applicable federal and state laws, neither our current or anticipated business operations nor the operations of the contracted radiology practices have been the subject of judicial or regulatory interpretation. We cannot assure you that a review of our business by courts or regulatory authorities will not result in a determination that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations. Certain states have enacted statutes or adopted regulations affecting risk assumption in the healthcare industry, including statutes and regulations that subject any physician or physician network engaged in risk-based managed care contracting to applicable insurance laws and regulations. These laws and regulations, if adopted in the states in which we operate, may require physicians and physician networks to meet minimum capital requirements and other safety and soundness requirements. Implementing additional regulations or compliance requirements could result in substantial costs to us and the contracted radiology practices and limit our ability to enter into risk-sharing managed care arrangements.

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Complying with federal and state regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

We are directly or indirectly through the radiology practices with which we contract subject to extensive regulation by both the federal government and the state governments in which we and/or they provide services, including:

• the federal civil False Claims Act;

• the federal Medicare and Medicaid anti-kickback laws, state anti-kickback prohibitions, and regulations promulgated under each of the foregoing;

• the federal Civil Monetary Penalties law and regulations;

• federal and state billing and claims submission and other insurance laws and regulations;

• the federal HIPAA law and comparable state laws;

• the federal physician self-referral prohibition commonly known as the “Stark Law” and the state equivalents of the Stark Law;

• state laws that prohibit the practice of medicine by non-physicians and prohibit fee-splitting arrangements involving physicians;

• laws relating to practitioner and provider licensure;

• laws relating to medical malpractice;

• federal and state laws governing the diagnostic imaging and therapeutic equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels; and

• state laws governing reimbursement for diagnostic services related to services compensable under workers compensation rules.

If our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines and the curtailment of our operations. Any penalties, damages, fines or curtailment of our operations, individually or in the aggregate, could adversely affect our ability to operate our business and our financial results. The risks of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, their provisions are open to a variety of interpretations and such laws and regulations may apply to businesses acquired from time to time by Akumin, in addition to Akumin’s business.

Additionally, prior to our acquisition of Akumin Texas, Preferred Imaging Centers, LLC (“PIC”), then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the U.S. Department of Justice (the “DOJ”) premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3,510,000 to the U.S. government and entering into a Corporate Integrity Agreement (“CIA”) with the Office of the Inspector General for the U.S. Department of Health and Human Services. Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare and other federal programs for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiology’s assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included Rose Radiology paying $8,710,000 to the U.S. government and entering into a CIA. Rose Radiology’s CIA expires December 29, 2020.

Given the broad powers of the DOJ and other federal agencies, there can be no assurance that the obligations of Akumin Texas and Rose Radiology pursuant to their respective CIAs, or otherwise, will not be expanded to cover all or a greater portion of Akumin’s operations. Any action brought against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, suffer reputational harm and divert our management’s attention from the operation of our business.

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Federal and state privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, we may be subject to government or private actions due to privacy and security breaches, and our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.

We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and privacy of individually identifiable protected health information, including HIPAA. If we fail to comply with applicable privacy and security laws, regulations and standards, properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected. Information security risks have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct our operations, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state agents. Our operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in our computer systems and networks.

We are continuously implementing multiple layers of security measures through technology, processes, and our people; utilize current security technologies; and our defenses are monitored and tested internally and by external parties. Despite these efforts, our facilities and systems may be vulnerable to privacy and security incidents; security attacks and breaches; acts of vandalism or theft; computer viruses; coordinated attacks by activist entities; emerging cybersecurity risks; misplaced or lost data; programming and/or human errors; or other similar events. Emerging and advanced security threats, including coordinated attacks, require additional layers of security which may disrupt or impact efficiency of operations.

We may not receive payment from some of our healthcare provider customers because of their financial circumstances or other contractual or legal disputes.

Some of our healthcare provider customers do not have significant financial resources, liquidity or access to capital. If these customers experience financial difficulties or if there arises a contractual or other legal dispute to which they are party, they may be unable to pay us for the equipment and services that we provide. A significant deterioration in general or local economic conditions could have a material adverse effect on the financial health of certain of our healthcare provider customers. As a result, we may have to increase the amounts of accounts receivable that we write-off, which would adversely affect our financial condition and results of operations.

We have significant liabilities which require us to generate sufficient cash flows from operations in order to make mandated payments of principal and interest.

We have incurred significant liabilities in connection with the acquisition of our current medical imaging centers. Our ability to repay these liabilities will be contingent upon our success in achieving sufficient revenues from these medical imaging centers to be able to make payments of principal and interest against this debt when due and payable. There is no assurance that we will be able to secure future additional financing to repay our current credit facilities should cash flows from operations be insufficient to repay these liabilities. Our inability to repay outstanding debt when due would have a material adverse impact on our business.

Liquidity Risk.

Liquidity risk is the risk the Company will encounter difficulty in raising funds to meet its financial commitments. The Company is exposed to liquidity risk mainly with respect to its credit facilities. The Company seeks to ensure that there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

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We may not be able to continue to meet certain covenants under our credit facilities and our inability to meet these covenants could result in acceleration of our long-term liabilities.

Our credit facilities require us to maintain specified collateral coverage and satisfy financial covenants. There can be no assurance that we will be able to continue to meet certain covenants under our existing credit facilities. A failure to meet such covenants could result in our lenders seeking to enforce their rights under such credit facilities, which include acceleration of payments and enforcement of security interests. This may negatively affect our financial condition, business and operating results. Our credit facilities also contain restrictive covenants that, among other things, limit our ability and the ability of our subsidiaries to:

• create, incur or assume certain liens;

• create, incur or assume additional indebtedness;

• make or hold certain investments;

• merge, dissolve, liquidate or consolidate with or into another person;

• declare or make certain payments, including dividends or other distributions with respect to capital stock;

• change the nature of the business; and

• enter into certain transactions with our affiliates.

The restrictions in our credit facilities governing our other indebtedness may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us, or at all.

Our ability to comply with the covenants and restrictions contained in our credit facilities may be affected by economic, financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the lenders to declare all amounts outstanding to be due and payable, together with accrued and unpaid interest. If we are unable to repay the indebtedness, the lenders could proceed against the collateral securing the indebtedness, among other remedies. This could have serious consequences to our financial position and results of operations and could cause us to become bankrupt or insolvent.

The effect of the uncertainty relating to potential future changes to U.S. healthcare laws may increase our and our partners’ and contractors’ healthcare costs, limit the ability of patients to obtain health insurance, increase patients’ share of health care costs and negatively impact our financial results.

U.S. lawmakers have made repeated efforts to repeal or materially modify the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”). While we are unable to predict what, if any, changes may ultimately be enacted, the U.S. Congressional Budget Office and others have estimated that some of the proposals made to date would result in millions of additional uninsured patients in the U.S. Additionally, U.S. lawmakers have suggested that, even if no formal legislation repealing or modifying the ACA is passed, they may take, or omit, actions that could adversely impact the viability of the ACA and the health insurance markets, which could result in more uninsured patients, other patients having lesser coverage or patients having to absorb a greater portion of the cost of their health care services. Any such changes or any other future changes in the manner in which health care services in the U.S. are paid for and reimbursed by government and private payors could adversely impact our business.

Because of our U.S. operations, we could be adversely affected by violations of anti-bribery laws.

Almost all of our operations are located outside Canada. Anti-bribery laws and regulations generally prohibit companies and their intermediaries from making improper payments to non-resident officers, employees or any other persons acting in an official capacity for any government entity to any political party or official thereof or to any candidate for political office for the purpose of obtaining or retaining business. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we

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cannot assure you that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

Because of our U.S. operations, we could be adversely affected by violations of anti-kickback, self-referral, or other fraud and abuse laws.

Anti-kickback, self-referral and other fraud and abuse laws and regulations, both at the federal and state level, generally prohibit companies and their intermediaries from making referrals to, or receiving referrals from, a physician or other person in a position to refer or generate business for a health care provider such as the centers and locations operated or managed by Akumin, in exchange for remuneration, unless an exception applies. Physician and other financial relationships within the Akumin organization, including amounts paid under our management services agreements, distributions made to referring physician equity holders in the non-wholly owned imaging centers and all other financial arrangements involving Akumin, its intermediaries and potential referral sources or recipients may, notwithstanding our policies and procedures otherwise, result in violations of these laws. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we cannot assure you that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

We operate outpatient diagnostic imaging centers in some regions which are exposed to natural disasters.

Our outpatient diagnostic imaging centers are located in regions which are vulnerable to a variety of natural disasters, including hurricanes, earthquakes, flooding, wild fires, etc. We cannot ensure that our centers in these markets would survive a future hurricane, earthquake, flood, wild fire or other natural disaster. Similarly, we cannot ensure that we will be able to procure insurance for such losses in meaningful amounts or at affordable rates in the future. If a natural disaster or other event with a significant economic impact occurs in a region where we operate, such disaster or event could negatively affect the profitability of our business.

We may be unsuccessful in evaluating material risks involved in completed and future investments which could impact our ability to realize the expected benefits from future investments and acquisitions.

We regularly review investment opportunities and, as part of the review, conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in any particular transaction. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks. In particular, financial insight into our previously acquired companies or financial due diligence in respect of potential targets may be limited in light of the availability of financial information. As a result, we may not realize the intended advantages of any given investment and may not identify all of the risks relating to the investment. If we fail to realize the expected benefits from one or more investments, or do not identify all of the risks associated with a particular investment, our business, results of operations and financial condition could be adversely affected.

We may be subject to certain regulations that could restrict our activities and abilities to generate revenues as planned.

From time to time, governments, government agencies and industry self-regulatory bodies in Canada, the United States, and other countries in which we will operate have adopted statutes, regulations and rulings that directly or indirectly affect the activities of our company and our future clients. These regulations could adversely impact on our ability to execute our business strategy and generate revenues as planned.

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Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.

The development of new technologies or refinements of existing modalities may require us to upgrade and enhance our existing equipment before we may otherwise intend. Many companies currently manufacture diagnostic imaging equipment. Competition among manufacturers for a greater share of the diagnostic imaging equipment market may result in technological advances in the speed and imaging capacity of new equipment. This may accelerate the obsolescence of our equipment, and we may not have the financial ability to acquire the new or improved equipment and may not be able to maintain a competitive equipment base. In addition, advances in technology may enable physicians and others to perform diagnostic imaging procedures without us. If we are unable to deliver our services in the efficient and effective manner that payors, physicians and patients expect, our revenue could substantially decrease.

Because we have high fixed costs, lower scan volumes per system could adversely affect our business.

The principal components of our expenses, excluding depreciation, consist of debt service, finance lease payments, compensation paid to technologists, salaries, real estate lease expenses and equipment maintenance costs. Because a majority of these expenses are fixed, a relatively small change in our revenue could have a disproportionate effect on our operating and financial results depending on the source of our revenue. Thus, decreased revenue as a result of lower scan volumes per system could result in lower margins, which could materially adversely affect our business.

We may be unable to effectively maintain our equipment or generate revenue when our equipment is not operational.

Timely, effective service is essential to maintaining our reputation and high use rates on our imaging equipment. Although we have an agreement with a third party equipment service provider pursuant to which such service provider maintains and repairs the majority of our imaging equipment, the agreement does not compensate us for loss of revenue when our systems are not fully operational and our business interruption insurance may not provide sufficient coverage for the loss of revenue. Also, third party equipment service providers may not be able to perform repairs or supply needed parts in a timely manner, which could result in a loss of revenue. Therefore, if we experience more equipment malfunctions than anticipated or if we are unable to promptly obtain the service necessary to keep our equipment functioning effectively, or where our business or data is compromised on account of equipment malfunctions or a cybersecurity-related attack, our ability to provide services and to fulfill our contractual arrangements would be adversely affected and our revenue could decline.

Our inability to attract and retain qualified radiology technologists and key managerial and other non-medical personnel may adversely impact our ability to carry out our business operations and strategies as planned.

We are highly dependent on qualified managerial personnel. Our anticipated growth will require additional expertise and the addition of new qualified personnel. There is intense competition for qualified personnel in the radiology and medical imaging field. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key managerial personnel in a timely manner, would harm our business development programs and ability to manage day-to-day operations, attract collaboration partners, attract and retain other employees and generate revenues. We may not maintain key personal life insurance on any of our employees.

Our policies regarding allowances for doubtful accounts may negatively impact our financial results in future fiscal periods.

We cannot ensure that our allowances for doubtful accounts will not exceed the estimates, which could have a material adverse effect on our results of operations, financial condition, and cash flows.

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Market rate fluctuations could adversely affect our results of operations.

We may be subject to market risk through the risk of loss of value in our portfolios resulting from changes in interest rates, foreign exchange rates, credit spreads, and equity prices. We are required to mark to market our held-for-trading investments at the end of each reporting period, to the extent we own any such investments. This process could result in significant write-downs of our investments over one or more reporting periods, particularly during periods of overall market instability, which could have a significant unfavourable effect on our financial position.

Some of our imaging modalities use radioactive materials which generate regulated waste and could subject us to liabilities for injuries or violations of environmental and health and safety laws.

Some of our imaging procedures use radioactive materials which generate medical and other regulated wastes. For example, patients are injected with a radioactive substance before undergoing a PET scan. Storage, use and disposal of these materials and waste products present the risk of accidental environmental contamination and physical injury. We are subject to federal, state and local regulations governing storage, handling and disposal of these materials. We could incur significant costs and the diversion of our management’s attention in order to comply with current or future environmental and health and safety laws and regulations. Also, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials. Although we believe that we maintain liability insurance coverage consistent with industry practice in the event of an accident, we could be held liable for any resulting damages, and any liability could exceed the limits of or fall outside the coverage of our liability insurance.

Our inability to maintain effective internal controls over financial reporting could increase the risk of an error in our financial statements.

Our senior management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives due to its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is therefore subject to error, collusion, or improper override. Given such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis, and although it is possible to incorporate into the financial reporting process safeguards to reduce this risk, they cannot be guaranteed to entirely eliminate it. If we fail to maintain effective internal control over financial reporting, then there is an increased risk of an error in our financial statements that could result in us being required to restate previously issued financial statements at a later date.

If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.

Ownership, construction, operation, expansion and acquisition of our outpatient diagnostic imaging centers are subject to various federal and state laws, regulations and approvals concerning licensing of personnel, other required certificates for certain types of healthcare facilities and certain medical equipment. In addition, freestanding diagnostic imaging centers that provide services independent of a physician’s office must be enrolled by Medicare as an independent diagnostic treatment facility, or IDTF, to bill the Medicare program. Medicare carriers have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction. In addition, federal legislation requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT, and nuclear medicine to be accredited by an accreditation organization designated by CMS (as defined below) (which currently includes the American College of Radiology (“ACR”), the Intersocietal Accreditation Commission, RadSite and the Joint Commission). Our MRI, CT, and radiology facilities are currently accredited by the ACR. We may not be able to receive the required regulatory approvals or accreditation for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the opportunity to expand our services.

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Our centers are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs. For Fiscal 2018, approximately 16% of our revenue came from the Medicare and Medicaid programs. A change in the applicable certification status of one of our centers could adversely affect our other centers and in turn us as a whole. We have experienced a slowdown in the credentialing of our physicians over the last several years which has lengthened our billing and collection cycle and could negatively impact our ability to collect revenue from patients covered by Medicare. Credentialing of physicians is required by our payors prior to commencing payment.

Our management services arrangements with radiology practices and our professional services agreements with contracted radiologists or radiology practices must be structured in compliance with laws relating to the practice of medicine, including, without limitation, fee-splitting prohibitions.

State laws in certain of the states in which we operate prohibit us from owning radiology practices, from exercising control over the clinical judgment of physicians and/or from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws vary by state and are enforced by state courts and regulatory authorities, each with broad discretion, and often with limited precedent as to how challenges under these laws may turn out. A component of our business has been to enter into management services agreements with radiology practices. We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practice’s revenue. We structure our relationships with these radiology practices, including those managed following an acquisition by us of their nonclinical assets, in a manner that we believe keeps us from engaging in the practice of medicine or exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating prohibitions against fee-splitting. There can be no assurance that our present arrangements with physicians providing medical services and medical supervision at our owned or managed diagnostic imaging centers will not be challenged, and, if challenged, that they will not be found to violate applicable laws, thus subjecting us to potential damages, injunction and/or civil and criminal penalties or require us to restructure our arrangements in a way that would affect the control or quality of our services and/or change the amounts we receive from the operation of these centers and locations. Any of these results could jeopardize our business.

Recently enacted and future federal legislation, regulatory changes or payment changes implemented by commercial payors could limit the prices we can charge for our services and/or the amount we are reimbursed for our services, which would reduce our revenue and adversely affect our operating results.

Starting with the Deficit Reduction Act of 2005’s mandated multiple procedure payment reduction, Centers for Medicare and Medicaid Services (“CMS”) reimbursement for a number of diagnostic imaging procedures, including many that we or our managed radiology practices perform, has been materially reduced over the last number of years. Certain private payors have followed suit with CMS and reduced reimbursement for certain diagnostic imaging procedures. Given the recent history, we expect that reimbursement for certain diagnostic imaging services that we or our managed radiology practices provide, may be reduced in the future, which would adversely impact our business. Additionally, CMS and other payors are seeking to shift from a primarily fee for service reimbursement paradigm to a more value based model. We cannot predict what such changes will ultimately look like or how they may ultimately impact our business or financial performance, which creates significant uncertainty for our business.

There may be gaps in our insurance coverage relating to events which transpired prior to our acquisition of our centers in Pennsylvania and Delaware.

When Florida LLC acquired the assets of its centers in Pennsylvania and Delaware on April 21, 2016, it also agreed to indemnify the physician-owned radiology practices which serviced those centers pursuant to management services agreements with those entities. Florida LLC has not insured against risks which pre-date its acquisition of those centers and, as a result, it could be liable, without the benefit of insurance proceeds, for damages suffered as a result of complaints or other proceedings against those physician-owned radiology practices relating to events which transpired prior to April 21, 2016. These complaints could include actions for medical malpractice or wrongful death.

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Risks Related to Ownership of Our Shares

There are unexercised stock options, restricted share units (“RSUs”) and warrants outstanding and which may be issued from time to time. If these are exercised or converted, an investor’s interest in our Common Shares will be diluted.

As of December 31, 2018, we had 62,371,275 Common Shares issued and outstanding. As of December 31, 2018, we also had an aggregate of 6,583,436 Common Shares reserved for issuance pursuant to outstanding stock options, RSUs and warrants. If all of these options, RSUs and warrants vest and are exercised, the Company would be required to issue 6,583,436 Common Shares, or approximately 10.56% of our issued and outstanding Common Shares on a non-diluted basis as of December 31, 2018, and the Company would receive an aggregate of $13,614,952. See “Description of Capital Structure – Common Shares”.

These issuances would decrease the proportionate ownership and voting power of all other Shareholders. This dilution could cause the price of our Common Shares to decline and it could result in the creation of new control persons. In addition, our Shareholders could suffer dilution in the net book value per Common Share.

A decline in the price of the Common Shares could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of the Common Shares could result in a reduction in the liquidity of our Common Shares and a reduction in our ability to raise capital. Because a significant portion of our operations has been and is expected to be financed through the sale of equity securities, a decline in the price of our Common Shares could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including the ability to acquire diagnostic imaging centers and continue current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital on acceptable terms or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not have the resources to continue our normal operations.

Investors’ ability to transfer the Common Shares may be limited by the absence of an active trading market, and an active trading market may not develop for the Common Shares.

There can be no assurance that an active trading market for our Common Shares will develop or, if developed, that any such market will be sustained. This could adversely affect the market price and liquidity of the Common Shares. In such event, Shareholders may not be able to sell their Common Shares at a given time or at a favorable price.

The market price for the Common Shares may be volatile.

Even if an active trading market for the Common Shares does develop, the market price of the Common Shares may be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond the Company’s control, including, among other factors: (a) dilution caused by the issuance of additional Common Shares and other forms of equity securities, which the Company expects to make in connection with future capital financings to fund operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies; (b) announcements of new acquisitions or other business initiatives by our competitors; and (c) changes in the social, political and/or legal climate in the regions in which the Company operates. In addition, the market price of the Common Shares could be subject to wide fluctuations in response to, among other factors: (i) quarterly variations in revenues and operating expenses; (ii) changes in the valuation of similarly situated companies; and (iii) changes in analysts’ estimates affecting the Company, competitors and/or the industry. In the aggregate, these circumstances may result in material adverse changes to the market price of the Common Shares and/or results of operations and the financial condition of the Company.

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Our level of indebtedness may increase and reduce our financial flexibility.

We are currently indebted under our credit facilities and we may incur additional indebtedness under the credit facilities or otherwise in the future. We are exposed to changes in interest rates on our cash, bank indebtedness and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, reduce or delay expenditures or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us, or at all.

Our level of indebtedness could affect our operations in several ways, including the following:

• a significant portion of our cash flows could be used to service our indebtedness;

• the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

• our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

• a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

• a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

• a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions or other purposes.

In addition to our debt service obligations, our operations require material expenditures on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as to provide capacity for the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt.

Future offerings of debt securities, which would rank senior to our Common Shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Common Shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our Common Shares.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our Common Shares. Additional equity offerings may dilute the holdings of our existing Shareholders or reduce the market price of our Common Shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our Common Shares bear the risk of our future offerings reducing the market price of our Common Shares and diluting their ownership interest in the Company.

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Because we can issue additional Common Shares, holders of our Common Shares may incur immediate dilution and may experience further dilution.

If we require additional funds in the future and raise such funds by issuing additional equity securities, especially at prices lower than the price of the Common Shares under this Annual Information Form, such financing may dilute the equity interests of our current Shareholders, including purchasers who acquire Common Shares pursuant to this Annual Information Form.

Because it is unlikely that we will pay dividends in the foreseeable future, stockholders may only benefit from owning Common Shares if the value of the Common Shares appreciates.

We have never paid dividends on our Common Shares and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his or her investment should not purchase Common Shares.

We are a Canadian company and shareholder protections differ from shareholder protections in the United States and elsewhere.

We are organized under the laws of Ontario, Canada and, accordingly, are governed by the OBCA. The OBCA differs in certain material respects from laws generally applicable to United States corporations and Shareholders, including the provisions relating to interested directors, mergers and similar arrangements, takeovers, Shareholders’ suits, indemnification of directors and inspection of corporation records.

We incur increased expenses as a result of being a public company and our current resources may not be sufficient to fulfill our public company obligations.

We incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in Canada and the rules of the TSX substantially increases our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. Reporting obligations as a public company and our anticipated growth may place a strain on our financial and management systems, processes and controls, as well as our personnel.

We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of our inherent limitations and the fact that we are a public company and are implementing additional financial control and management systems, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the market price of our Common Shares and harm our ability to raise capital in the future.

If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our Common Shares. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the market price of our Common Shares and harm our ability to raise capital. Delisting of our Common Shares on any exchange would reduce the liquidity of the market for our Common Shares, which would reduce the price of and increase the volatility of the market price of our Common Shares.

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We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely effected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of the Common Shares.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our senior management team have relatively limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

If securities or industry analysts do not publish research or publish unfavourable research about our business, our Common Share price and trading volume could decline.

The trading market for our Common Shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts may discontinue research on our Company. If no securities or industry analysts continue coverage of our Company or fail to publish reports on us regularly, the market price of our Common Shares would likely be negatively impacted. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover our Company downgrades our Common Shares or publishes unfavourable research about our business, our Common Share price could decline.

The forward-looking statements contained in this Annual Information Form may prove to be incorrect.

There can be no assurance that any estimates and assumptions contained in this Annual Information Form will prove to be correct. Actual results of the Company in the future may vary significantly from the historical and estimated results and those variations may be material. There is no representation by us that actual results achieved by the Company in the future will be the same, in whole or in part, as those included in this Annual Information Form. See “Caution Regarding Forward-Looking Statements”.

Dividends and Distributions

Neither the Company nor either of its predecessors has declared or paid any dividends on their Common Shares since the date of their amalgamation or incorporation. The Company intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The Board will review this policy from time to time having regard to the Company’s financing requirements, financial condition and other factors considered to be relevant.

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Description of Capital Structure

Our authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. The following describes our issued and outstanding share capital as well as the material terms of our share capital. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our articles (“Articles”).

Common Shares

As at December 31, 2018, there were 62,371,275 Common Shares issued and outstanding as fully paid and non-assessable.

Those Common Shares issued and outstanding as of December 31, 2018 exclude the following:

(i) 4,213,268 Common Shares reserved for issuance pursuant to 4,213,268 stock options outstanding as of December 31, 2018, of which, subject to vesting and the terms of the Company’s stock option plan, 2,025,268 stock options are exerciseable at an exercise price of $0.50 and 2,188,000 stock options are exercisable at an exercise price of $3.74;

(ii) 1,120,656 Common Shares reserved for issuance pursuant to 1,120,656 RSUs outstanding as of December 31, 2018;⁴ and

(iii) 1,249,512 Common Shares reserved for issuance pursuant to 1,249,512 warrants to purchase Common Shares outstanding as of December 31, 2018, which are exercisable for Common Shares in accordance with their respective terms at a weighted average exercise price of $3.54 per Common Share.⁵

If all stock options, RSUs and warrants outstanding as at December 31, 2018 were vested and exercised, the Company would issue an additional 6,583,436 Common Shares, or 10.56% of our Common Shares issued and outstanding as of December 31, 2018, and the Company would receive $13,614,952. None of stock options, RSUs or warrants are transferrable prior to their exercise for Common Shares, except that stock options and RSUs may, in accordance with the terms of their respective plans, may be transferred to permitted assigns of the respective holder that are related to or Controlled by such holder.

Subject to the rights of the holders of the preferred shares of the Company, holders of the Common Shares are entitled to dividends if, as and when declared by the directors. Holders of the Common Shares are entitled to one vote per Common Share at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote. Upon liquidation, dissolution or winding-up of the Company, subject to the rights of holders of preferred shares, holders of the Common Shares are to share rateably in the remaining assets of the Company as are distributable to holders of Common Shares. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

Preferred Shares

As at December 31, 2018, zero preferred shares were issued and outstanding.

Preferred shares may be issued by the directors of the Company at any time in one or more series. Subject to the provisions of the OBCA and our Articles, the Board may, by resolution, from time to time fix the number of shares in each series of preferred shares and determine the rights, privileges, restrictions and conditions attaching to each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means

⁴  25,000 RSUs vested and settled for Common Shares on March 18, 2019. As a result, as of the date hereof, 1,095,656 RSUs are outstanding.

⁵  180,495 warrants were exercised for Common Shares in March, 2019 for an exercise price of $2.30 per Common Share, resulting in 180,495 Common Shares being issued and the Company receiving approximately $415,139. As of the date hereof, 1,069,017 warrants remain outstanding with a weighted average exercise price of $3.75.

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of determining such dividends, the dates of payment thereof, the voting rights (if any), any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding up and any sinking fund or other provisions, the whole to be subject to filing an amendment to our Articles to create the series and altering our Articles to include the special rights or restrictions attached to the preferred shares of the series. If any preferred shares are issued and the directors determine those preferred shares are to have voting rights, the holders of those preferred shares will vote together with the holders of Common Shares at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote.

Market for Securities

Trading Price and Volume

The Common Shares are listed for trading on the TSX under the symbol “AKU.U” (in United States dollars) and “AKU” (in Canadian dollars). The following table shows the monthly range of high and low prices per Common Share at the close of market on the TSX under the “AKU.U” symbol, which represents the greatest trading volume of the two symbols, as well as total monthly volumes of the Common Shares traded on the TSX under that symbol for Fiscal 2018:

Month (2018)	High		Low		Volume
January	$	4.89	$	3.90		550,566
February	$	4.25	$	3.20		1,597,359
March	$	4.75	$	3.87		1,285,759
April	$	4.56	$	3.76		1,417,141
May	$	4.21	$	3.74		1,989,751
June	$	4.35	$	4.09		4,624,768
July	$	4.13	$	3.65		3,384,129
August	$	4.22	$	3.85		3,700,524
September	$	4.15	$	3.65		3,331,242
October	$	4.29	$	3.90		2,744,302
November	$	3.85	$	3.34		1,423,550
December	$	3.40	$	3.10		1,509,414

Prior Sales

Set out below is a chart listing securities of the Company that are outstanding but not listed or quoted on a marketplace and were issued during, or following, the most recently completed financial year:

Security	Date of Issue		Number Issued		Exercise Price
Warrants(1)		May 2, 2018		525,000	$	4.00

(1) These warrants to purchase Common Shares were issued by Akumin to the syndicate of brokers as part of the consideration due in connection with a “bought deal” offering of Common Shares by way of a short-form prospectus which closed on May 2, 2018. Each warrant entitles the holder to acquire one Common Share at a price of $4.00 for a 24 month period following the closing of the offering.

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Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

The following table shows the number of Common Shares which are held, to our knowledge, in escrow or that are subject to a contractual restriction on transfer as of December 31, 2018:

Class of Securities	Number		Percentage of Class
Common Shares(1)		927,397		1.49	%(2)

(1) These Common Shares were placed in escrow with TSX Trust Company pursuant to an escrow agreement between Akumin Texas and certain sellers of the outstanding non-controlling interests in seven of Akumin’s existing Texas-based diagnostic imaging centers purchased on May 24, 2018 pursuant to the terms of the purchase and sale of those non-controlling interests. 463,708 of those Common Shares were released from escrow on February 24, 2019, being 9 months after the date of sale. The balance of those Common Shares, being 463,689 Common Shares, will be released from escrow on November 24, 2019, being 18 months after the date of sale. While in escrow, the beneficial holders of such Common Shares have agreed that the escrow agent shall vote such Common Shares in accordance with the recommendations of management delivered to the escrow agent, if any.

(2) As at December 31, 2018. Taking into account changes in Common Shares from December 31, 2018 through to the date hereof and the release of 463,708 Common Shares from escrow on February 24, 2019, the remaining 463,689 escrowed Common Shares represent 0.74% of the 62,576,770 issued and outstanding Common Shares.

Directors and Officers

The names and jurisdiction of residence of the directors and executive officers of the Company, their respective positions and offices held with the Company and their principal occupation for the last five or more years are shown below as of the date hereof. Directors are elected to serve until the next annual meeting or until their successors are elected or appointed, unless their office is earlier vacated.

Name, Province or State and Country of Residence	Current Office(s) with the Company	Office(s) Held Since	Principal Occupation During the Previous Five Years
Thomas (Tom) Davies(1)(2) Ontario, Canada	Director	2017	Executive Vice President, Remington Group, a real estate development and construction company.
Stan Dunford Ontario, Canada	Director, Chair	2017	President and director of Republic Live, Inc.; Chairman of Tri-Line Carriers LP and Chief Executive Officer of Tri-Line Carriers LP and Contrans Flatbed Group LP, businesses which operate in the transportation logistics industry.
Murray Lee(1)(2) Alberta, Canada	Director, Lead Director	2017	Vice President, Finance of a privately held business; owns and manages several hotels and restaurants; former partner at two “big four” accounting firms, establishing and leading their Canada/U.S. cross-border tax practices.
James Webb(1)(2) Texas, United States	Director	2017	Chairman and founder of 16 Capital Holdings with a narrowed focus in the fitness and wellness space; prior to August 9, 2017, Manager of Preferred Medical Imaging, LLC (predecessor of Akumin Texas).
Riadh Zine-El-Abidine Ontario, Canada	Director, President and Chief Executive Officer	2015	Director, President and Chief Executive Officer of Akumin; previously, Managing Director of Global Investment Banking at a leading Canadian investment bank.
Rohit Navani Ontario, Canada	Executive Vice President and Chief Operating Officer	2014	Executive Vice President and Chief Operating Officer of Akumin; previously, a partner and leader in the integration and divestiture advisory practice of an international accounting firm.
Mohammad Saleem Ontario, Canada	Chief Financial Officer and Corporate Secretary	2015	Chief Financial Officer and Corporate Secretary of Akumin; previously, director of M&A at a leading Canadian investment bank in Toronto.
Amy Adams Texas, United States	Senior Vice President, Akumin Corp.	2017	Senior Vice President of Akumin Corp.; previously, President of Preferred Medical Imaging, LLC (predecessor of Akumin Texas) (2012-2017).
Laura Kassa Florida, United States	Senior Vice President, Akumin Corp.	2014	Senior Vice President of Akumin Corp.; previously, Director of Operations with an Akumin predecessor (2013-2014).
Matthew Cameron Ontario, Canada	Senior Vice President and General Counsel	2018	Joined Akumin in March, 2018; previously a lawyer with a leading national Canadian law firm.

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Christopher Fitzgerald Mt. Pleasant, South Carolina	Chief Revenue Officer, Akumin Corp.	2018	Joined Akumin in March, 2018; previously Vice President of Practice Solutions (2016-2018) and Vice President of Product Management (2014- 2016) with a leading software provider to the health care industry.
Adam Fabian Ontario, Canada	Corporate Controller	2017	Joined Akumin in June, 2017; previously Controller with a health care revenue cycle management firm (2015-2017) and in the audit and assurance practice of an international accounting firm (2010-2015)
Jason Richardson Texas, United States	Vice President, Marketing, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Michael Luckey Texas, United States	Vice President, Business Development, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Marcus Quesenberry Texas, United States	Vice President, Operations, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Michael Meredith Texas, United States	Vice President, Equipment Management, Akumin Corp. and President, Sync- Med, LLC	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Karen Moore Texas, United States	Vice President, Human Resources	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Darren Speed Texas, United States	Chief Compliance Officer	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.

(1) Member of our Audit Committee, Compensation Committee and Governance Committee.

(2) Independent director for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Ownership Interest

As of December 31, 2018, our directors and executive officers, as a group, beneficially owned, Controlled or directed, directly or indirectly: (a) 16,319,030 (or 26.16%) of our issued and outstanding Common Shares; and (b) 16,319,030 (or 26.16%) of the voting power attached to all of the issued and outstanding Common Shares.

Cease Trade Orders

To the knowledge of the Company, no director or executive officer of the Company (nor any personal holding company of any of such individuals) is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an “Order”), that was issued while the individual was acting in the capacity as a director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the individual ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that individual was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals): (a) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive

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officer of any company (including the Company) that, while that individual was acting in that capacity, or within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable holder of Common Shares in deciding whether to vote for the proposed director.

Conflicts of Interest

There are no material conflicts of interest between the Company or any of its subsidiaries and any director or officer of the Company or any of its subsidiaries.

Audit Committee

Audit Committee

Our Audit Committee consists of three directors, all of whom are persons determined by our Board to be both independent directors and financially literate within the meaning of National Instrument 52-110 — Audit Committees (“NI 52-110”). Our Audit Committee is comprised of Tom Davies, who acts as chair of this committee, Murray Lee and James Webb. Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.

In the form set forth in Appendix A, our Board has adopted a written charter which outlines the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee will assist our Board in discharging its oversight of:

• the quality and integrity of our financial statements and related information;

• the independence, qualifications and appointment of our external auditor;

• our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;

• our risk management processes;

• monitoring and periodically reviewing our whistleblower policy; and

• transactions with our related parties.

Our Audit Committee has access to all of our books, records, centers and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with the Chief Financial Officer and Corporate Secretary and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.

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External Auditor Service Fees

During Fiscal 2018 and Fiscal 2017, we have been invoiced regarding the following fees to our external auditor, PricewaterhouseCoopers LLP:

	Fiscal 2018 ($)		Fiscal 2017 ($)
Audit fees		309,750		354,527
Audit related fees(1)		78,750		212,242
Tax fees(2)		310,398		98,339
All other fees(3)		35,887		659,660
Total fees paid		734,785		1,324,768

(1) Fees for assurance and related services not included in audit service above.

(2) Fees related to advising regarding U.S. and Canadian federal, state and provincial tax matters.

(3) Includes fees relating to advice given in respect of acquisitions and other similar transactions.

Legal Proceedings and Regulatory Actions

We are, from time to time, involved in legal proceedings, regulatory actions and investigations of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations, nor are any such proceedings known by us to be contemplated. See further discussion under “Risk Factors” above.

Prior to our acquisition of Akumin Texas, PIC, then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the DOJ premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3,510,000 to the U.S. government and entering into a CIA with the Office of the Inspector General for the U.S. Department of Health and Human Services. Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiology’s assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included Rose Radiology paying $8,710,000 to the U.S. government and entering into a CIA. Rose Radiology’s CIA expires December 29, 2020.

Interests of Management and Others in Material Transactions

There are no material interests, direct or indirect, of any of our directors or executive officers, any Shareholder that beneficially owns or Controls or directs (directly or indirectly) more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

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Transfer Agent and Registrar

The transfer agent and registrar for the Common Shares is TSX Trust Company, located at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1.

Material Contracts

The following are the only material contracts of the Company that are in effect as at the date hereof (other than certain agreements entered into in the ordinary course of business). The summaries below describe the material attributes of each such material contract and are subject to, and qualified in their entirety by reference to, such material contract, copies of which have been filed with the Canadian securities regulatory authorities and is available on SEDAR, at www.sedar.com, under our profile. Investors are encouraged to read the full text of such material agreements.

Credit Agreement

On August 15, 2018, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of institutional lenders. The Credit Agreement included a term loan credit facility with a principal amount of $100 million and a revolving credit facility of $30 million, both with a maturity date of August 15, 2023. The proceeds of the term loan credit facility were used to repay our prior senior credit facility with a principal amount outstanding of approximately $74.6 million and to finance the purchase price for the centers operated by Rose Radiology of approximately $25 million. As at December 31, 2018, the principal amount of $11.9 million was drawn on the revolving credit facility, the proceeds of which were applied to acquire five imaging centers, in two separate transactions, in November, 2018. The obligations under the Credit Agreement are secured against all of the assets of the Company and its managed radiology practices, subject to certain limited exceptions.

The Credit Agreement contains restrictive covenants customary for credit facilities of this nature, including restrictions on the Company, subject to certain exceptions, to incur indebtedness, grant liens, merge, amalgamate or consolidate with other companies, transfer, lease or otherwise dispose of all or substantially all of its assets, liquidate or dissolve, engage in any material business other than incidental to its current business, make investments, acquisitions, loans, advances or guarantees, make any restricted payments, enter into transactions with affiliates, repay indebtedness, enter into restrictive agreements, enter into sale-leaseback transactions, ensure pension plan compliance, sell or discount receivables, enter into agreements with unconditional purchase obligations, issue shares, create or acquire a subsidiary or make any hostile acquisitions. The Company is currently in compliance with all covenants contained in the Credit Agreement, and no material breach of such agreement has occurred or been waived.

Purchase of Rose Radiology

On July 31, 2018, we entered into agreements pursuant to which we acquired 11 outpatient diagnostic centers operated by Rose Radiology for a purchase price of $25 million, subject to certain adjustments. The transactions closed on August 15, 2018.

Interests of Experts

The Company’s auditor is PricewaterhouseCoopers LLP, Chartered Professional Accountants, located at PwC Tower, 18 York Street, Suite 2600, Toronto ON M5J 0B2. PricewaterhouseCoopers LLP have prepared an independent auditor’s report dated March 27, 2019 in respect of Fiscal 2018 and Fiscal 2017. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

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Additional Information

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our Company’s securities and securities authorized for issuance under equity compensation plans, are contained in the Company’s management information circular for the annual meeting of Shareholders held on May 16, 2018. Additional financial information is provided in the Company’s audited annual consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2018. Such documentation, as well as additional information relating to the Company, may be found under the Company’s profile on SEDAR at www.sedar.com.

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Appendix A – Audit Committee Charter

See attached.

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AUDIT COMMITTEE CHARTER

This charter (the “Charter”) sets forth the purpose, composition, responsibilities and authority of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of Akumin Inc. (the “Company”).

Section 1 Statement of Purpose. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

(a) financial reporting and related financial disclosure;

(b) the implementation of risk management and internal control over financial reporting and disclosure controls and procedures; and

(c) external and internal audit processes.

Section 2 Committee Membership.

(1) Composition. The Committee shall consist of as many directors of the Board as the Board may determine (the “Members”), but in any event, not less than 3 (three) Members. Each Member shall meet the criteria for independence and financial literacy established by applicable laws and the rules of any stock exchanges upon which the Company’s securities are listed, including National Instrument 52-110 — Audit Committees (“NI 52-110”), subject to any exceptions permitted under NI 52-110. NI 52-110 also requires that to be independent, a Member be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member’s independent judgment.

(2) Appointment. Members shall be appointed by the Board, taking into account any recommendation that may be made by the Governance Committee of the Board. Any Member may be removed and replaced at any time by the Board, and will automatically cease to be a Member if he or she ceases to meet the qualifications required of Members. The Board will fill vacancies on the Committee by appointment from among qualified directors of the Board, taking into account any recommendation that may be made by the Governance Committee. If a vacancy exists on the Committee, the remaining Members may exercise all of its powers so long as there is a quorum.

(3) Chair. The Board will designate one of the independent directors of the Board to be the chair of the Committee (the “Chair”), taking into account any recommendation that may be made by the Governance Committee.

(4) Qualifications. At least 3 (three) Members shall be independent and financially literate as described above. Members must have suitable experience and must be familiar with auditing and financial matters.

(5) Attendance of Ex Officio Members, Management and other Persons. The Committee may invite, at its discretion, senior executives of the Company or such persons as it sees fit to attend meetings of the Committee and to take part in the discussion and consideration of the affairs of the Committee. The Committee may also require senior executives or other employees of the Company to produce such information and reports as the Committee may deem appropriate in the proper exercise of its duties. Senior executives and other employees of the Company shall attend a Committee meeting if invited by the Committee. The Committee may meet without senior executives in attendance for a portion of any meeting of the Committee.

(6) Delegation. Subject to applicable law, the Committee may delegate any or all of its functions to any of its Members or any sub-set thereof, or other persons, from time to time as it sees fit.

Section 3 Committee Operations.

(1) Meetings.

(a) The Chair, in consultation with the other Members, shall determine the schedule and frequency of meetings of the Committee. Meetings of the Committee shall be held at such times and places as the Chair may determine. To the extent possible, advance notice of each meeting will be given to each Member unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings of the Committee either in person or by telephone, video or other electronic means. Powers of the Committee may also be exercised by written resolutions signed by all Members.

(b) At the request of the external auditors of the Company, the President and Chief Executive Officer or the Chief Financial Officer of the Company or any Member, the Chair shall convene a meeting of the Committee. Any such request shall set out in reasonable detail the business proposed to be conducted at the meeting so requested.

(2) Agenda and Reporting.

(a) To the extent possible, in advance of every regular meeting of the Committee, the Chair shall prepare and distribute, or cause to be prepared and distributed, to the Members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require senior executives and other employees of the Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties.

(b) The Chair shall report to the Board on the Committee’s activities since the last Board meeting. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board. Minutes of each meeting of the Committee shall be circulated to the Directors following approval of the minutes by the Members. The Committee shall oversee the preparation of, review and approve the applicable disclosure for inclusion in the Company’s annual information form.

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(3) Secretary and Minutes. The Committee shall appoint a secretary from among the Members or from management or otherwise engage external legal counsel to perform this function. The secretary of the Committee shall keep regular minutes of Committee proceedings and shall circulate such minutes to all Members and to the chair of the Board (and to any other Director that requests that they be sent to him or her) on a timely basis.

(4) Quorum and Procedure. A quorum for any meeting of the Committee will be a simple majority. The procedure at meetings will be determined by the Committee. The powers of the Committee may be exercised at a meeting where a quorum is present or by resolution in writing signed by all Members. In the absence of the Chair, the Committee may appoint one of its other Members to act as Chair of any meeting.

(5) Exercise of Power between Meetings. Between meetings, the Chair, or any Member designated for such purpose by the Committee, may, if required in the circumstance, exercise any power delegated by the Committee on an interim basis. The Chair or other designated Member will promptly report to the other Members in any case in which this interim power is exercised.

Section 4 Duties and Responsibilities. The Committee is responsible for performing the duties set out below and any other duties that may be assigned to it by the Board or under applicable law (including NI 52-110) as well as any other functions that may be necessary or appropriate for the performance of its duties.

(1) Financial Reporting and Disclosure.

(a) Review and recommend to the Board for approval, the audited annual financial statements, including the auditors’ report thereon, the quarterly financial statements, management discussion and analysis, financial reports, press releases related to any of the foregoing and other applicable financial disclosure, prior to the public disclosure of such information.

(b) Review and recommend to the Board for approval, where appropriate, financial information contained in any prospectuses, annual information forms, annual reports to shareholders, management proxy circulars, material change disclosures of a financial nature and similar disclosure documents prior to the public disclosure of such documents or information.

(c) Review with senior executives of the Company, and with external auditors, significant accounting principles and disclosure issues and alternative treatments under International Financial Reporting Standards (“IFRS”), with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly the Company’s financial position and the results of its operations in accordance with IFRS, as applicable.

(d) Seek to ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, the Company’s disclosure controls and procedures and periodically assess the adequacy of those procedures and recommend any proposed changes to the Board for consideration.

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(2) Internal Controls and Internal Audit.

(a) Review the adequacy and effectiveness of the Company’s internal control and management information systems through discussions with senior executives of the Company and the external auditor relating to the maintenance of: (i) necessary books, records and accounts in sufficient detail to accurately and fairly reflect the Company’s transactions; (ii) effective internal control over financial reporting; and (iii) adequate processes for assessing the risk of material misstatements in the financial statements and for detecting control weaknesses or fraud. From time to time, the Committee shall assess any requirements or changes with respect to the establishment or operations of the internal audit function having regard to the size and stage of development of the Company at any particular time.

(b) Satisfy itself, through discussions with senior executives of the Company that the adequacy of internal controls, systems and procedures has been periodically assessed in accordance with regulatory requirements and recommendations.

(c) Review and discuss the Company’s major financial risk exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities.

(d) Review and make recommendations to the Board regarding the adequacy of the Company’s risk management policies and procedures, with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage such risks, including an assessment of the adequacy of insurance coverage maintained by the Company.

(e) Periodically review the Company’s policies and procedures for reviewing and approving or ratifying related-party transactions.

(3) External Audit.

(a) Recommend to the Board a firm of external auditors to be nominated for appointment as the external auditor of the Company.

(b) Ensure the external auditors report directly to the Committee on a regular basis.

(c) Review the independence of the external auditors, including the effect of the performance of any non-audit services by the external auditors on the independence of the external auditors.

(d) Review and recommend to the Board the fee, scope and timing of the audit and other related services rendered by the external auditors.

(e) Review the audit plan of the external auditors prior to the commencement of any audit.

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(f) Establish and maintain a direct line of communication with the Company’s external auditors.

(g) Meet in camera with only the auditors, senior executives of the Company, or the Members, where and to the extent that, such parties are present, at any meeting of the Committee.

(h) Oversee the work of the external auditors of the Company with respect to preparing and issuing an audit report or performing other audit or review services for the Company, including the resolution of issues between senior executives of the Company and the external auditors.

(i) Review the results of the external audit and the external auditor’s report thereon, including, discussions with the external auditors as to the quality of accounting principles used and any alternative treatments of financial information that have been discussed with senior executives of the Company and any other matters.

(j) Review any material written communications between senior executives of the Company and the external auditors and any significant disagreements between the senior executives and the external auditors.

(k) Discuss with the external auditors their perception of the Company’s financial and accounting personnel, records and systems, the cooperation which the external auditors received during the course of their review and availability of records, data and other requested information and any recommendations with respect thereto.

(l) Discuss with the external auditors their perception of the Company’s identification and management of risks, including the adequacy or effectiveness of policies and procedures implemented to mitigate such risks.

(m) Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board.

(n) Review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to address any such issues.

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(4) Associated Responsibilities.

(a) Monitor and periodically review the Whistleblower Policy of the Company and associated procedures for:

(i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

(ii) the confidential, anonymous submission by directors, officers and employees of the Company of concerns regarding questionable accounting or auditing matters; and

(iii) if applicable, any violations of applicable law, rules or regulations that relate to corporate reporting and disclosure, or violations of the Company’s Code of Conduct.

(b) Review and approve the Company’s hiring policies regarding employees and partners, and former employees and partners, of the present and former external auditors of the Company.

(5) Non-Audit Services. In accordance with the Company’s Non-Audit Services Pre-Approval Policy, pre-approve, or delegate to one or more of its Members the authority to pre-approve, all non-audit services to be provided to the Company or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities.

(6) Other Duties. Direct and supervise the investigation into any matter brought to its attention within the scope of the Committee’s duties. Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable law.

Section 5 The Committee Chair. In addition to the responsibilities of the Chair described above, the Chair has the primary responsibility for overseeing and reporting on the evaluations to be conducted by the Committee, as well as monitoring developments with respect to accounting and auditing matters in general and reporting to the Committee on any related significant developments.

Section 6 Committee Evaluation. The performance of the Committee shall be evaluated by the Board as part of its regular evaluation of the Board committees.

Section 7 Access to Information and Authority to Retain Independent Advisors.

(1) The Committee shall be granted unrestricted access to all information regarding the Company that is necessary or desirable to fulfill its duties and all directors of the Company, officers and employees will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Company’s expense, independent legal, financial, and other advisors, consultants and experts to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve their fees. The Committee shall select such advisors, consultants and experts after taking into consideration factors relevant to their independence from management and other relevant considerations.

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(2) The Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management and the external advisers, in accordance with its business judgment. Members are entitled to rely, absent knowledge to the contrary, on the integrity of the persons and organizations from whom they receive information, and on the accuracy and completeness of the information provided. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee or the Board a standard of care or diligence that is in any way more onerous or extensive than the standard to which the directors are subject under applicable law.

(3) The Committee also has the authority to communicate directly with internal and external auditors. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate or comply with IFRS and other applicable requirements. These are the responsibilities of the senior executives of the Company responsible for such matters and the external auditors. The Committee, the Chair and any Members identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of the Company’s financial information or public disclosure. This Charter is not intended to change or interpret the constating documents of the Company or applicable law or stock exchange rule to which the Company is subject, and this Charter should be interpreted in a manner consistent with all such applicable laws and rules.

(4) The Board may, from time to time, permit departures from the terms of this Charter, either prospectively or retrospectively. This Charter is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

Section 8 Review of Charter. The Committee shall periodically, and at least annually, review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

Originally Approved by the Committee:	November 14, 2017
Ratified by the Board of Directors:	November 14, 2017
Amended by the Committee:	November 13, 2018
Ratified by the Board of Directors:	November 13, 2018
Last Reviewed:	November 13, 2018

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EX-99.4

Exhibit 99.4

FORM 13-502F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, Mohammad Saleem, an officer of the reporting issuer noted below have examined this Form 13- 502F1 (the “Form”) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(Signed) “Mohammad Saleem”		March 29, 2019
Name:	Mohammad Saleem	Date:
Title:	Chief Financial Officer and Corporate Secretary

Reporting Issuer Name:	Akumin Inc.
End date of previous financial year:	December 31, 2018
Type of Reporting Issuer:	x Class 1 reporting issuer	o Class 3B reporting issuer
Highest Trading Marketplace:	TSX
(refer to definition of “highest trading marketplace” under OSC Rule 13-502 Fees)

Market value of listed or quoted equity securities:

(in Canadian Dollars – refer to section 7.1 of OSC Rule 13-502 Fees)

Equity Symbol             AKU.U

1^st Specified Trading Period                  (dd/mm/yy) 01/01/18              to               31/03/18             
(refer to definition of “specified trading period”

under OSC Rule 13-502 Fees)

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$6.12465 (USD$4.75)                               (i)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		51,416,323                                 (ii)
Market value of class or series	(i) x (ii)	CAD$314,906,982.66 (USD$244,227,534.25)                            (A)

2^nd Specified Trading Period              (dd/mm/yy) 01/04/18              to               30/06/18             
(refer to definition of “specified trading period”

under OSC Rule 13-502 Fees)

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace CAD$5.556896 (USD$4.22)                              (iii)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period 61,445,285                                (iv)

Market value of class or series (iii) x (iv) CAD$341,445,058.44 (USD$259,299,102.70)                            (B)

3^rd Specified Trading Period              (dd/mm/yy) 01/07/18              to               30/09/18             
(refer to definition of “specified trading period”

under OSC Rule 13-502 Fees)

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$5.372175 (USD$4.15)                               (v)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		61,565,615                                (vi)
Market value of class or series	(v) x (vi)	CAD$330,741,257.76 (USD$255,497,302.25)                           (C)

4^th Specified Trading Period              (dd/mm/yy) 01/10/18              to               31/12/18             
(refer to definition of “specified trading period”

under OSC Rule 13-502 Fees)

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$4.63828 (USD$3.40)                             (vii)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		62,371,275                              (viii)
Market value of class or series	(vii) x (viii)	CAD$289,295,437.41 (USD$212,062,335.00)                            (D)

5^th Specified Trading Period              (dd/mm/yy) n/a              to               n/a              
(if applicable -- refer to the definition of “specified

trading period” under OSC Rule 13-502 Fees)

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$n/a                                           (ix)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		(x)
Market value of class or series	(ix) x (x)	$n/a                                           (E)

Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))	CAD$319,097,184.07
	(US$242,771,568.55)           (1)

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities (See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of the OSC Rule 13- 502 Fees) $n/a                                           (2)

(Provide details of how value was determined)

Capitalization for the previous financial year (1) + (2) CAD$319,097,184.07 (US$242,771,568.55)

Participation Fee (For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select the participation fee)	CAD$29,365.00
(For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee)
Late fee, if applicable (As determined under Section 2.7 of OSC Rule 13-502 Fees)	N/A
Total Fee Payable (Participation Fee plus Late Fee)	CAD$29,365.00

EX-99.5

Exhibit 99.5

FORM 13-501F1

CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, Mohammad Saleem, an officer of the reporting issuer noted below have examined this Form 13- 501F1 (the “Form”) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(Signed) “Mohammad Saleem”
Name:	Mohammad Saleem	Date: March 29, 2019
Title:	Chief Financial Officer and Corporate Secretary

Reporting Issuer Name:	Akumin Inc.
End date of previous financial year:	December 31, 2018
Type of Reporting Issuer:	x Class 1 reporting issuer	o Class 3B reporting issuer
Highest Trading Marketplace:	TSX

Market value of listed or quoted equity securities:

Equity Symbol             AKU.U

1^st Specified Trading Period                  (dd/mm/yy) 01/01/18              to               31/03/18             

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$ CAD$6.12465 (USD$4.75)                               (i)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		51,416,323                                 (ii)
Market value of class or series	(i) x (ii)	CAD$314,906,982.66 (USD$244,227,534.25)                            (A)

2^nd Specified Trading Period              (dd/mm/yy) 01/04/18              to               30/06/18             

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace CAD$5.556896 (USD$4.22)                              (iii)

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period 61,445,285                                (iv)

Market value of class or series (iii) x (iv) CAD$341,445,058.44 (USD$259,299,102.70)                            (B)

3^rd Specified Trading Period              (dd/mm/yy) 01/07/18              to               30/09/18             

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$5.372175 (USD$4.15)                               (v)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		61,565,615                                (vi)
Market value of class or series	(v) x (vi)	CAD$330,741,257.76 (USD$255,497,302.25)                           (C)

4^th Specified Trading Period              (dd/mm/yy) 01/10/18              to               31/12/18             

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$4.63828 (USD$3.40)                             (vii)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		62,371,275                              (viii)
Market value of class or series	(vii) x (viii)	CAD$289,295,437.41 (USD$212,062,335.00)                            (D)

5^th Specified Trading Period              (dd/mm/yy) n/a              to               n/a              

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		$n/a                                           (ix)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		(x)
Market value of class or series	(ix) x (x)	$n/a                                           (E)

Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))	CAD$319,097,184.07
	(US$242,771,568.55)           (1)

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities $n/a                                           (2)

(Provide details of how value was determined)

Capitalization for the previous financial year (1) + (2) CAD$319,097,184.07 (US$242,771,568.55)

Participation Fee	$14,000.00
Late fee, if applicable	$n/a
Total Fee Payable (Participation Fee plus Late Fee)	$14,000.00

EX-99.6

Exhibit 99.6

Akumin Inc. Announces Fourth Quarter and Fiscal 2018 Financial Results

March 29, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today its financial results for the quarter and year-ended December 31, 2018 (“Q4 Fiscal 2018 and Fiscal 2018”, respectively).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Dec. 31, 2018		3-month period ended Dec. 31, 2017		Year-ended Dec. 31, 2018		15-month period ended Dec. 31, 2017
Revenue		45,452		35,238		154,782		105,473
EBITDA (1)		5,137		6,142		19,304		3,476
Adjusted EBITDA (1)		9,200		8,272		31,775		16,572
EPS –Diluted		0.04		0.06		0.08		(0.27	)
Adjusted EPS – Diluted (1)		0.05		0.07		0.20		0.09

⁽¹⁾  See “Non-IFRS Measures” below.

Commenting on the Q4 Fiscal 2018 and Fiscal 2018 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “The quarter ending December 31, 2018 represents another fiscal quarter of solid financial performance with revenue of $45.5 million and Adjusted EBITDA of $9.2 million, in line with management’s expectations. If the acquisitions completed during Q4 Fiscal 2018 occurred at the beginning of the quarter, the Adjusted EBITDA would have been approximately $10 million.

“Akumin’s volume in Q4 Fiscal 2018 was approximately 1,020,000 RVUs, compared to approximately 850,000 RVUs in Q3 Fiscal 2018. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services.

“The Corporation has experienced significant growth in the year-ended December 31, 2018 relative to the 15-month period ended December 31, 2017. Adjusted EBITDA has almost doubled from $16.6 million to $31.8 million, while diluted Adjusted EPS has more than doubled from $0.09 to $0.20.”

The Corporation’s number of diagnostic imaging facilities as at December 31, 2018 throughout the United States was 95, compared to 74 as at December 31, 2017.

Akumin would like to remind interested parties of the Corporation’s Fiscal 2018 Financial Results Call, to be held today from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Fiscal 2018 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated March 29, 2019 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, and gains (losses) in the period and one-time adjustments.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

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“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 29, 2018, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

< Financial tables follow. >

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Selected Consolidated Financial Information

(in thousands)	Three-month period ended Dec 31, 2018			Three-month period ended Dec 31, 2017
Service fees – net of allowances and discounts		44,769			34,332
Other revenue		683			906
Revenue		45,452			35,238
Employee compensation		19,266			11,354
Reading fees		5,764			4,598
Rent and utilities		4,974			3,261
Third party services and professional fees		2,594			2,798
Administrative		2,407			2,156
Medical supplies and other expenses		1,612			1,199
Depreciation and amortization		3,003			2,063
Stock-based compensation		1,238			570
Interest expense		1,778			1,398
Impairment of property and equipment		4			341
Settlement costs (recoveries)		14			(221	)
Acquisition related costs		1,506			714
Public offering costs		—			1,021
Financial instruments revaluation, unrealized foreign exchange loss, and other (gains) losses		524			(295	)
Income before income taxes		768			4,281
Income tax provision (recovery)		(1,854	)		102
Non-controlling interests		412			1,600
Net income attributable to shareholders of Akumin		2,210			2,579
Adjusted EBITDA (in thousands)	Three-month period ended Dec 31, 2018			Three-month period ended Dec 31, 2017
Revenue		45,452			35,238
Less:
Employee compensation		19,266			11,354
Reading fees		5,764			4,598
Rent and utilities		4,974			3,261
Third party services and professional fees		2,594			2,798
Administrative		2,407			2,156
Medical supplies and other expenses		1,612			1,199
Sub-total		36,617			25,366
Non-controlling interests		412			1,600
One-time adjustments		(777	)		—
Adjusted EBITDA		9,200			8,272
Adjusted EBITDA Margin		20	%		23	%

- 4 -

(in thousands)	Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Service fees – net of allowances and discounts		152,013			102,217
Other revenue		2,769			3,256
Revenue		154,782			105,473
Employee compensation		57,653			38,468
Reading fees		20,560			15,582
Rent and utilities		16,435			12,987
Third party services and professional fees		11,301			8,832
Administrative		8,768			5,576
Medical supplies and other expenses		5,716			5,101
Depreciation and amortization		9,852			6,480
Stock-based compensation		5,702			3,242
Interest expense		5,979			5,376
Impairment of property and equipment		643			601
Settlement costs (recoveries)		43			(192	)
Provisions		—			725
Acquisition related costs		2,426			4,256
Public offering costs		814			1,520
Financial instruments revaluation, unrealized foreign exchange loss, and other (gains) losses		2,843			2,944
Income (loss) before income taxes		6,047			(6,225	)
Income tax provision (recovery)		(1,527	)		124
Non-controlling interests		2,574			2,155
Net income (loss) attributable to shareholders of Akumin		5,000			(8,504	)
Adjusted EBITDA (in thousands)	Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Revenue		154,782			105,473
Less:
Employee compensation		57,653			38,468
Reading fees		20,560			15,582
Rent and utilities		16,435			12,987
Third party services and professional fees		11,301			8,832
Administrative		8,768			5,576
Medical supplies and other expenses		5,716			5,101
Sub-total		120,433			86,746
Non-controlling interests		2,574			2,155
Adjusted EBITDA		31,775			16,572
Adjusted EBITDA Margin		21	%		16	%

- 5 -

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Dec 31, 2018			Three-month period ended Dec 31, 2017			Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Net income (loss) attributable to shareholders of Akumin		2,210			2,579			5,000			(8,504	)
Income tax provision (recovery)		(1,854	)		102			(1,527	)		124
Depreciation and amortization		3,003			2,063			9,852			6,480
Interest expense		1,778			1,398			5,979			5,376
EBITDA		5,137			6,142			19,304			3,476
Adjustments:
Stock-based compensation		1,238			570			5,702			3,242
Impairment of property and equipment		4			341			643			601
Settlement costs (recoveries)		14			(221	)		43			(192	)
Provisions		—			—			—			725
Acquisition-related costs		1,506			714			2,426			4,256
Public offering costs		—			1,021			814			1,520
Financial instruments revaluation, unrealized foreign exchange loss, and other (gains) losses		524			(295	)		2,843			2,944
One-time adjustments		777			—			—			—
Adjusted EBITDA		9,200			8,272			31,775			16,572
Revenue		45,452			35,238			154,782			105,473
Adjusted EBITDA Margin		20	%		23	%		21	%		16	%
Adjusted EBITDA		9,200			8,272			31,775			16,572
Less:
Depreciation and amortization		3,003			2,063			9,852			6,480
Interest expense		1,778			1,398			5,979			5,376
Sub-total		4,419			4,811			15,944			4,716
Effective tax rate (1)		24.7	%		36.5	%		24.7	%		36.5	%
Tax effect		1,091			1,756			3,938			1,721
Adjusted net income attributable to shareholders of Akumin		3,328			3,055			12,006			2,995

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

- 6 -

EX-99.7

Exhibit 99.7

Akumin to acquire approximately US$30.3 million of EBITDA

through expansion in Florida and Georgia

April 15, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today that it has, through its wholly-owned subsidiary Akumin Corp., entered into purchase agreements to acquire 27 imaging centers operated under Advanced Diagnostics Group (“ADG”), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers are managed by ADG’s management team. Pursuant to the purchase agreements, Akumin would acquire all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the “Targets”).

The total purchase price for the Targets is approximately US$214 million of which US$25 million would be satisfied by the issuance of Akumin shares at a price of US$4.00 per share. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses. Closing of the transactions is expected to occur during the second quarter of 2019 and is subject to customary closing conditions. Collectively, the Targets produced an adjusted EBITDA of approximately US$30.3 million on a last twelve months’ basis as at December 31, 2018.

In connection with the acquisition of the Targets, Akumin also announced that it has entered into a binding commitment letter with BBVA Compass and BBVA Securities Inc. (the “Lenders”) pursuant to which the Lenders would provide Akumin Corp. with credit facilities totaling US$380 million, of which US$330 million would be advanced as a term facility and US$50 million would be a revolver to be used primarily to fund future acquisitions. The proceeds of the term loan would be used to refinance approximately US$112 million of Akumin’s existing debt and to finance US$189 million of the purchase price payable in respect of the acquisition of the Targets, with the balance to be used for other potential acquisitions in the future.

“This acquisition will diversify our business offering by adding an established personal injury business to our network. We are excited to have Kevin Johnson, ADG’s Co-founder and CEO, and his team join our family,” said Riadh Zine, Akumin’s President and Chief Executive Officer. “We are also excited to have Dr. Richard Sarner, the Co-Founder and Medical Director of The Imaging Centers of West Palm, continue his role with Akumin.”

“In addition to becoming a shareholder of Akumin, Kevin will lead our personal injury business across the company to further expand our personal injury footprint across all of our markets. We also expect to optimize some of our existing Akumin centers as personal injury focused centers operating under the Advanced Diagnostics Group banner.”

“With these transactions we also enter the Georgia market,” Mr. Zine continued, “where we can leverage our expertise in a ‘certificate of need’ market and develop a new core geography for Akumin.”

About the Targets

Advanced Diagnostic Group operates 14 outpatient diagnostic imaging centers across Florida, each as an independent diagnostic testing facility, with a particular focus on personal injury imaging. In 2018, ADG’s management team took over management of The Imaging Centers of West Palm, which operates 7 outpatient diagnostic imaging centers in South Florida. ADG’s management team has also expanded in Georgia with SFL Radiology Holdings, LLC, which has the exclusive right to manage the non-clinical and administrative affairs of Elite Radiology of Georgia, LLC, a physician-owned practice which operates four outpatient diagnostic imaging centers and expects to have two additional centers operating in the Atlanta, Georgia area prior to closing of the transactions.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 2 -

EX-99.8

Exhibit 99.8

TSX TRUST COMPANY

VIA ELECTRONIC TRANSMISSION

April 18, 2019

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

RE:         AKUMIN INC

        Confirmation of Notice of Record and Meeting Dates

We are pleased to confirm that Notice of Record and Meeting Dates was sent to The Canadian Depository for Securities.

We advise the following with respect to the upcoming Annual General Meeting of Security Holders for the subject issuer:

1	ISIN:	CA01021F1099
	CUSIP:	01021F109
2	Date Fixed for the Meeting:	June 21, 2019
3	Record Date for Notice:	May 22, 2019
4	Record Date for Voting:	May 22, 2019
5	Beneficial Ownership Determination Date:	May 22, 2019
6	Classes or Series of Securities that entitle the holder to receive Notice of the Meeting:	COMMON
7	Classes or Series of Securities that entitle the holder to vote at the meeting:	COMMON
8	Business to be conducted at the meeting:	Annual General
9	Notice-and-Access:
	Registered Shareholders:	NO
	Beneficial Holders:	NO
	Stratification Level:	Not Applicable
10	Reporting issuer is sending proxy-related materials directly to Non-Objecting Beneficial Owners:	YES
11	Issuer paying for delivery to Objecting Beneficial Owners:	YES

Yours truly,
TSX Trust Company
“Rosa Vieira”
Senior Relationship Manager
Rosa.Vieira@tmx.com
VANCOUVER 650 West Georgia Street, Suite 2700 Vancouver, BC V6B 4N9	CALGARY 300-5th Avenue SW, 10th floor Calgary, AB T2P 3C4	TORONTO 301 - 100 Adelaide Street West Toronto ON M5H 4H1	MONTRÉAL 1800 -1190, avenue des Canadiens-de-Montréal, C. P. 37 Montréal (Québec) H3B 0G7
		Toll Free 1-866-600-5869
T 604 689-3334	T 403 218-2800	T 416 361-0930	T 514 395-5964

EX-99.9

Exhibit 99.9

AKUMIN CORP.

(as “Purchaser”),

AKUMIN INC.

(as “Parent”),

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “SELLER”

(collectively referred to herein as the “Sellers” and, individually a “Seller”),

and

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “PRINCIPAL”

(collectively referred to herein as the “Principals” and, individually a “Principal”)

SHARE PURCHASE AGREEMENT

FOR TIC ACQUISITION HOLDINGS, LLC

April 15, 2019

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
Section 1.1	Defined Terms	1
Section 1.2	References and Usage	16
Section 1.3	Headings, etc.	16
Section 1.4	Knowledge	17
Section 1.5	Schedules and Disclosure Letter	17
Article 2 PURCHASED SHARES AND PURCHASE PRICE		17
Section 2.1	Purchase and Sale	17
Section 2.2	Purchase Price	17
Section 2.3	Payment of the Estimated Closing Payment Amount	18
Section 2.4	Preparation of Estimated Statement	18
Section 2.5	[Reserved]	19
Section 2.6	Preparation of Closing Statement	19
Section 2.7	Closing Adjustment	20
Section 2.8	No Effect on Other Rights	21
Article 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS		21
Section 3.1	Representations and Warranties Regarding the Purchased Companies	21
Section 3.2	Representations and Warranties Regarding the Sellers	46
Article 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT		48
Section 4.1	Representations and Warranties of the Purchaser	48
Section 4.2	Representations and Warranties Relating to the Parent	51
Article 5 PRE-CLOSING COVENANTS OF THE PARTIES		53
Section 5.1	Conduct of Business Prior to Closing	53
Section 5.2	Access for Due Diligence and Transition	55
Section 5.3	Purchaser Confidentiality	56
Section 5.4	Actions to Satisfy Closing Conditions	57
Section 5.5	Transfer of the Purchased Interests	57
Section 5.6	Notices and Requests for Consents	57
Section 5.7	Filings and Authorizations	57
Section 5.8	Supplements to Disclosure Letter	58
Section 5.9	Exclusive Dealing	59
Section 5.10	Purchaser Financing	59
Section 5.11	Company Financial Statements	61
Section 5.12	Company Leases	61
Article 6 CONDITIONS OF CLOSING		61
Section 6.1	Conditions for the Benefit of the Purchaser	61
Section 6.2	Conditions for the Benefit of the Sellers	64

(i)

Article 7 CLOSING		66
Section 7.1	Date, Time and Place of Closing	66
Section 7.2	Closing Procedures	67
Section 7.3	Risk of Loss	67
Article 8 TERMINATION		67
Section 8.1	Termination Rights	67
Section 8.2	Effect of Termination	68
Article 9 INDEMNIFICATION		69
Section 9.1	Survival	69
Section 9.2	[Reserved]	69
Section 9.3	Indemnification in Favor of the Purchaser and the Purchased Companies	69
Section 9.4	Indemnification in Favor of the Sellers	70
Section 9.5	Limitations on Indemnification	71
Section 9.6	Notification of and Procedure for Claims	74
Section 9.7	Adjustment to Purchase Price	76
Section 9.8	Recovery Against Sellers	76
Section 9.9	Exclusive Remedy	77
Article 10 POST-CLOSING COVENANTS		77
Section 10.1	Access to Books and Records	77
Section 10.2	Confidentiality	78
Section 10.3	Tax Matters	78
Section 10.4	Further Assurances	80
Section 10.5	R&W Insurance Policy	80
Section 10.6	D&O Liability and Indemnification	80
Section 10.7	Company Leases	81
Section 10.8	Assignment of Consideration Shares	81
Article 11 MISCELLANEOUS		82
Section 11.1	Appointment of the Sellers’ Representative	82
Section 11.2	Notices	85
Section 11.3	Time of the Essence	86
Section 11.4	Announcements	86
Section 11.5	Third Party Beneficiaries	86
Section 11.6	Specific Performance	87
Section 11.7	Expenses	87
Section 11.8	Amendments	87
Section 11.9	Waiver	87
Section 11.10	Entire Agreement	88
Section 11.11	Successors and Assigns	88
Section 11.12	Jury Waiver	88

(ii)

Section 11.13	Severability	88
Section 11.14	Governing Law	89
Section 11.15	Counterparts	89
Section 11.16	Disclosure Letter	89
Section 11.17	Attorney-Client Privilege; Conflict Waiver	90
Section 11.18	No Recourse to Purchaser Financing Sources	90

SCHEDULES

Schedule A – [Redacted – Personal Information - Schedules]

Schedule 2.6(1) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(h)(v) – List and Form of Seller Non-Competition Agreement

Schedule 6.1(h)(ix) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(h)(x) – Form of Lock-Up Agreement

Schedule 6.1(h)(xiv) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(h)(xv) – Form of Subscription Agreement

Schedule 9.6(5) – Third Party Claim Procedure

(iii)

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated April 15, 2019 by and among the Sellers, the Principals, the Purchaser and the Parent.

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the capitalized terms listed below shall have the corresponding meanings.

“Accounting Policies” means those specific accounting policies set out in Schedule 2.6(1).

“Accounts Receivable” means all accounts receivables, notes receivables and other debts due or accruing due to any Purchased Company recognized in accordance with U.S. GAAP.

“ADG” means ADG Acquisition Holdings, Inc.

“Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. The terms “controlled”, “controls”, and “under common control with” have meanings correlative thereto.

“Agreement” means this Share Purchase Agreement.

“Ancillary Agreements” means all agreements, certificates and other instruments delivered pursuant to this Agreement.

“Assets” means all tangible and intangible assets of the Purchased Companies.

“Authorization” means, with respect to any Person, any order, Permit, approval, consent, waiver, license or other authorization of any Governmental Entity having jurisdiction over the Person.

“Balance Sheet Date” means December 31, 2018.

“Books and Records” means the Organizational Documents, minute books, registers, share certificate books, books of account, financial and accounting information and records, personnel records, tax records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections, marketing and advertising materials and all other documents, files, correspondence and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices) of the Purchased Companies.

“Business” means the business operated by the Purchased Companies on the date hereof, namely that of the provision of medical diagnostic services through outpatient diagnostic imaging centers in Florida.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major U.S. chartered banks are closed for business in the State of Florida.

“Cash and Cash Equivalents” means the sum of all cash, checks, money orders, marketable securities, short-term instruments, liquid instruments and other cash equivalents, funds in time and demand deposits or similar accounts (but only to the extent convertible to cash within 30 days), and deposits in transit (to the extent there has been a reduction of receivables on account therefor), excluding (i) issued but uncleared checks, but only if the payables associated with such checks are reflected in the calculation of Working Capital, and (ii) Restricted Cash.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Closing” means the completion of the transactions contemplated in this Agreement.

“Closing Cash and Cash Equivalents” has the meaning specified in Section 2.6(1).

“Closing Date” means the date that is five Business Days after the date on which all of the conditions set forth in Article 6 are satisfied or waived (other than those that by their terms may only be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), or at such other date as is mutually acceptable to the Purchaser and the Sellers’ Representative, provided that such date is no less than 30 days after the date hereof.

“Closing Indebtedness” has the meaning specified in Section 2.6(1).

“Closing Payment Amount” means an amount equal to (i) the Purchase Price minus (ii) Closing Indebtedness, minus (iii) Closing Transactions Costs, plus (iv) the amount (if any) by which the Closing Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Closing Working Capital, plus (vi) Closing Cash and Cash Equivalents.

“Closing Transaction Costs” has the meaning specified in Section 2.6(1).

“Closing Working Capital” has the meaning specified in Section 2.6(1).

“Closing Statement” has the meaning specified in Section 2.6(4) or Section 2.6(5), as the case may be.

- 2 -

“COBRA” means the Consolidated Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Agreements” means collective bargaining agreements or other Contracts with any labor organization, union or association and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which any Purchased Company is bound.

“Commitment Letter” has the meaning specified in Section 5.10.

“Company” means TIC Acquisition Holdings, LLC.

“Concurrent Acquisitions” means the acquisition by the Purchaser of all of the equity interests in each of ADG and SFL pursuant to definitive purchase agreements between the Purchaser and the equity interests holders of each of ADG and SFL, respectively, with such acquisitions to occur concurrently with the Closing of the transactions contemplated hereunder.

“Confidential Information” has the meaning set forth in Section 10.2.

“Consideration Shares” has the meaning set forth in Section 2.2.

“Contract” means any legally binding agreement, contract, lease (other than Leases), license (other than Permits), undertaking, engagement or commitment of any nature, whether written or oral.

“Damages” means any actual and direct losses, liabilities, damages or expenses (including reasonable legal fees and expenses) resulting from an action, suit, proceeding, arbitration, claim or demand and/or in the enforcement of this Agreement; provided that “Damages” shall not include special, incidental, indirect, consequential, exemplary, punitive and other related damages, unless such damages are paid to a third party.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Sellers to the Purchaser with this Agreement, as may be amended from time to time in accordance with Section 5.8.

“Draft Closing Statement” has the meaning specified in Section 2.6(1).

“Employee Plans” means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programs, arrangements or practices relating to any current or former employees, officers or directors of any of the Purchased Companies maintained, sponsored, contributed to or funded by any Purchased Company or under which any Purchased Company may have any liability contingent or otherwise.

- 3 -

“Employment Contracts” means Contracts other than Employee Plans, relating to any of the employees of any Purchased Company.

“Environmental Laws” means any applicable Law, and any governmental order or binding agreement with any Governmental Entity, all as in effect on the Closing Date: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs) as in effect on the Closing Date: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Escrow Agent” has the meaning specified in Section 2.3(1).

“Escrow Agreement” has the meaning specified in Section 2.3(1).

“Escrow Fund” has the meaning ascribed thereto in Section 2.3(1).

“Estimated Cash and Cash Equivalents” has the meaning specified in Section 2.4.

“Estimated Closing Payment Amount” means an amount equal to (i) the Purchase Price, minus (ii) Estimated Indebtedness, minus (iii) Estimated Transactions Costs, plus (iv) the amount (if any) by which the Estimated Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Estimated Working Capital, plus (vi) the Estimated Cash and Cash Equivalents.

“Estimated Indebtedness” has the meaning specified in Section 2.4.

- 4 -

“Estimated Statement” has the meaning specified in Section 2.4.

“Estimated Transaction Costs” has the meaning specified in Section 2.4.

“Estimated Working Capital” has the meaning specified in Section 2.4.

“Final Closing Payment Amount” has the meaning specified in Section 2.7(1).

“Financial Statements” means (i) the unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2018, consisting of a balance sheet (the “Latest Balance Sheet”) and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any; provided that such financial statements do not contain all notes and other presentation items required under U.S. GAAP and are subject to normal year-end adjustments; and (ii) the audited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal years ending December 31, 2016 and 2017, respectively, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, together with, a report of the auditors, BDO, Certified Public Accountants.

“Fraud” means, with respect to a Person, an actual fraud made by such Person with respect to the representations and warranties made pursuant to this Agreement (as modified by the Disclosure Letter), which involves a knowing and intentional misrepresentation of a fact material to the transactions contemplated by this Agreement, with the express intent of inducing any party hereto to enter into this Agreement and upon which such party has relied to its detriment (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory) under applicable Law, and where the Person committing such actual fraud had actual knowledge that such representations and warranties were breached when made.

“Fundamental Representations of Sellers” has the meaning specified in Section 9.5(1)(a).

“General Survival Date” has the meaning specified in Section 9.5(1)(d).

“Governmental Entity” means: (i) any governmental or public department, court, administrative agency, official, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) the Toronto Stock Exchange; (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above as authorized by applicable Laws; and (v) any agent, administrator, administrative contractor, intermediary or carrier for any of the foregoing if such person possesses the general and full authority to act on behalf of the Governmental Entities set forth in clauses (i) through (iv) in the name of such Governmental Entity.

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“Government Reimbursement Program” means (i) Medicare, 42 U.S.C. § 1395 et seq., (ii) Medicaid , 42 U.S.C. § 1396 et seq., (iii) the Federal Employees Health Benefit Program under 5 U.S.C. §§ 8902 et seq., (iv) TRICARE, 10 U.S.C. § 1071 et seq. or (v) any similar program, initiative, or demonstration project by any of the foregoing (including without limitation and by way of example only, the Medicare Advantage program).

“Hazardous Material” means any pollutant, contaminant, chemical, material, substance, waste or constituent (including, without limitation, crude oil or any other petroleum product and asbestos) regulated as hazardous under, any Environmental Law.

“Health Care Laws” means any and all applicable Laws and Orders relating to the regulation specifically of the health care industry, including the provision, administration, and/or payment for healthcare or healthcare-related products or services including, but not limited to, all applicable federal, state and local laws, rules, and regulations, including, without limitation, (a) Medicare, Medicaid, TRICARE programs (42 U.S.C. § 1395 et seq., 42 U.S.C. § 1396 et seq., and 10 U.S.C. § 1071 et seq., respectively); (b) the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and all rules and regulations promulgated thereunder, including the breach notification regulations, its associated rules, regulations, and guidance (collectively, “HIPAA”); (c) other federal and state data privacy, security, and breach notification Laws; (d) anti-kickback and all other provisions of the Medicare/Medicaid fraud and abuse Laws (42 U.S.C. §1320a-7 et seq.) and the regulations promulgated thereunder; (e) the physician self-referral provisions of the Stark Law (42 U.S.C. § 1395nn) and the regulations promulgated thereunder; (f) the federal False Claims Act (31 U.S.C. §§ 3729-3733); (g) the federal Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801-3812); (h) the exclusion Laws (42 U.S.C. § 1320a-7); (i) the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); (j) any similar state Laws and regulations to the foregoing; (k) all state Laws related to referrals and kickbacks, the corporate practice of medicine, patient and program charges, claim submissions, insurance laws, recordkeeping, referrals, patient brokering, and physician or other fee splitting; (l) all state and federal Permit and accreditation Laws and professional licensing Laws, (m) all federal and state Laws governing the operation of imaging facilities and machines; (n) all federal and state Laws governing the operation of clinical laboratories, including, but not limited to, the Clinical Laboratory Improvement Amendments of 1988, as amended (42 U.S.C. § 263a, et seq.), and the regulations promulgated thereunder, including, without limitation, 42 C.F.R. Part 493, and all Laws applicable to laboratories; (o) all federal and state Laws governing the use, handling, control, compounding storage, transportation, and maintenance of controlled substances, pharmaceuticals or drugs, federal and state Laws governing the ownership and operation of a compounding pharmacy (including but not limited to the requirements set forth in the Food, Drug and Cosmetic Act and

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its implementing regulations, specifically including 21 U.S.C. § 353a, as amended by the Drug Quality and Security Act of 2013 and Good Laboratory Practices (21 C.F.R. Part 58)); and (p) all other applicable federal and state healthcare Laws, which includes by way of illustration and not limitation, to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, any and all position statements, declaratory statements, advisory opinions, bulletins, notifications, manuals, policies and interpretations and other legally binding guidance of any Governmental Entity.

“Health Care Provider” means any physician providing medical or other clinical services on behalf of the Purchased Companies on a full or part time basis or as an independent contractor or consultant.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Indebtedness” means (i) any liability for borrowed money at the full amount payable (including bank loans, lines of credit and loans from related parties), or evidenced by an instrument for the payment of money, or incurred in connection with the acquisition of any property, services or assets (including securities), or relating to a capitalized lease obligation, current and non-current portion thereof, other than, in each case (x) accounts payable representing unsecured claims of trade creditors created or assumed in the ordinary course in connection with the obtaining of materials or services that are included in Working Capital, (y) any intercompany liabilities solely as between the Purchased Companies, and (z) any other liability that is included in Working Capital or in Transaction Costs, (ii) any obligations under exchange rate contracts, interest rate protection agreements or other hedging or derivatives arrangements, (iii) any obligations to reimburse the issuer of any letter of credit (where the issuer has made payment on such letter of credit), surety bond, performance bond or other guarantee of contractual performance, in each case to the extent drawn, (iv) accrued interest, (v) accounts payable and accruals related to fixed assets (unless included in Working Capital), (vi) early termination fees triggered by the transactions contemplated by this Agreement, (vii) unpaid management fees due to owners, (viii) deferred rent obligations, (ix) any accrued or owing balance relating to bonuses and the employer portion of taxes thereon, (x) capital equipment leases, (xi) all unsettled warrants or shareholder notes, (xii) any Taxes due in connection with delinquent filings and payments for tangible property Tax returns in respect of the Pre-Closing Tax Period, (xiii) all obligations due to the Seller and their related parties, (xiv) full accrual or provision for any income Taxes relating to the Pre-Closing Tax Period, and (xv) any payments, fines, fees, penalties or other amounts applicable to or otherwise incurred in connection with, or as a result of any prepayment or early satisfaction of, any obligation described in clauses (i) through (xv) above.

“Indemnified Person” means a Person with indemnification rights or benefits under this Agreement including pursuant to Article 9.

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“Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 9.

“Indemnity Escrow Fund” means the portion of the Escrow Fund that is the Threshold Amount.

“Independent Accountants” has the meaning specified in Section 2.6(3).

“Independent Contractor Agreement” has the meaning specified in Section 6.1(h)(vii).

“Intellectual Property” means domestic and foreign (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) designs, design registrations, design registration applications; and (v) trade names, business names, corporate names, domain name registrations, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing.

“Interim Period” means the period from the execution of this Agreement by all the parties hereto and the Closing.

“JF” has the meaning set forth in Section 11.17.

“Key Employee” means each of [Redacted - Personal Information - Key Employee].

“Law” or “Laws” means all applicable (i) federal, state, county, municipal, local or other laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and binding directives of any Governmental Entity and (iii) to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, standards, policies, guidelines, notices and protocols of any Governmental Entity.

“Leased Properties” means the lands and premises listed and described in Section 3.1(s) of the Disclosure Letter by reference to their municipal address.

“Leases” means all oral and written leases and all amendments, extensions, assignments and variations thereof or any guarantee or security agreements therefor, of the real properties leased by any Purchased Company.

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“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, deemed or statutory trust, or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

“Lock-Up Agreements” means the lock-up agreements referred to in Section 6.1(h)(x).

“Material Adverse Change of Parent” means any change, event, occurrence, effect or circumstance that: (A) is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Parent and its Subsidiaries, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Parent and its Subsidiaries operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Sellers or a Purchased Company; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Sellers or a Purchased Company has knowledge on the date of this Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Parent and its Subsidiaries, relative to other comparable companies and entities operating in the industries in which any of the Parent or its Subsidiaries operate; or (B) would reasonably be expected to prevent or materially delay or impair the ability of the Parent or any of its Subsidiaries to perform their obligations under this Agreement or to consummate the transactions contemplated herein. Notwithstanding the foregoing, in no case shall any of the following events be considered a Material Adverse Change of Parent:

(a) a decrease of less than 20% of the market price as of the date of this Agreement, or a decline in the trading volume of the Parent Common Shares (it being understood that the causes underlying such change in market price or trading volume (other than those in item (A) above) may be taken into account in determining whether a Material Adverse Change of Parent has occurred); or

(b) the failure of the Parent in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change of Parent has occurred).

“Material Adverse Change of the Purchased Companies” means any change, event, occurrence, effect or circumstance that is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Purchased Companies, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of

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terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Purchased Companies operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Purchaser or the Parent; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Purchaser or the Parent has knowledge on the date of the Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Purchased Companies, relative to other comparable companies and entities operating in the industries in which any of the Purchased Companies operate.

“Material Authorizations” has the meaning specified in Section 3.1(l).

“Material Contracts” has the meaning specified in Section 3.1(t).

“Material Principals” means [Redacted - Personal Information - Material Principals].

“Notice” has the meaning specified in Section 11.2.

“Order” means any enforceable decision, judgment, order, writ, injunction, decree, award or determination of any Governmental Entity.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal operations of the Person.

“Organizational Documents” means the charter and other governing documents of such Person, including bylaws, shareholders agreements, company agreements, member agreements, operating agreements and regulations of such Person, if any, and all amendments to each of the foregoing.

“Outside Date” means 90 days following the execution of this Agreement.

“Parent” means Akumin Inc.

“Parent Common Shares” means common shares in the capital of the Parent.

“Parent’s Financials” means (a) the unaudited consolidated annual financial statements of the Parent and its Subsidiaries for the fiscal year ending December 31, 2018, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, and (b) the audited consolidated annual financial statements of the Parent and its Subsidiaries for the 15-month period ending December 31, 2017, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, together with, in the case of the audited annual financial statements, a report of the auditors of the Parent, PricewaterhouseCoopers LLP.

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“Parties” means the Sellers, the Principals, the Purchaser, the Parent and any other Person who may become a party to this Agreement, and “Party” means any one of them.

“Permits” means franchises, authorizations, approvals, orders, consents, licenses, certificates, permits, registrations, qualifications, waivers, exemptions, variances, or other rights and privileges required by Health Care Laws and administered and/or issued by a Governmental Entity.

“Permitted Liens” means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected or reserved; (ii) Liens for Taxes not yet delinquent or which are being contested in good faith; (iii) mechanic’s, materialmen’s, and similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith if reserves with respect thereto are maintained on the Company’s books in accordance with U.S. GAAP; (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements; (v) Liens listed and described in Section 3.1(o) of the Disclosure Letter; (vi) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity which are not violated by the current use or occupancy of such real property or the operation of the business or any violation of which would not constitute a Material Adverse Change of the Purchased Companies; (vii) easements, rights, covenants, conditions and restrictions of record; and (viii) Liens that will be released at or prior to Closing.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“Personal Data” means all data relating to one or more natural Person(s) that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data available to the Purchased Companies or a Person on their behalf, is capable of identifying an individual), any data collected automatically, including, without limitation, an Internet Protocol address, any device identifier, and any information about a Person or a Person’s use of a mobile application, device, computer, or other electronic technology. Personal Data includes protected health information, as defined by HIPAA.

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing Date.

“Principals” has the meaning ascribed thereto on the face page hereof.

“Privacy and Security Requirements” has the meaning set forth in Section 3.1(m)(ix).

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“Privileged Communications” has the meaning set forth in Section 11.17.

“Pro Rata Share” means, with respect to each Seller, the percentage set out in Schedule A, representing the portion of the Purchase Price payable to such Seller relative to the total Purchase Price (without taking into account the deduction of any portion of any escrow amount to be deposited with the Escrow Agent), and, with respect to each Principal, the percentage set out in Schedule A for such Principal as it relates to a particular Seller.

“Proceeding” means any claim, litigation, action, suit (whether civil, criminal, administrative, judicial or investigative), audit, hearing, investigation, binding arbitration or mediation or proceeding, in each case commenced, brought, conducted, heard before or otherwise involving any Governmental Entity, arbitrator or mediator.

“Public Record” means all information filed publicly by or on behalf of Parent under applicable securities Laws on the System for Electronic Document Analysis and Retrieval (SEDAR).

“Purchase Price” has the meaning specified in Section 2.2.

“Purchaser Financing” has the meaning specified in Section 5.10.

“Purchaser Financing Source Third Party Beneficiaries” has the meaning specified in Section 11.5(3).

“Purchaser Financing Sources” means the agents, the arrangers, the lenders and other entities (including the parties to the Commitment Letter (other than the Purchaser)) that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Purchaser Financing or other financings in connection with the transactions contemplated hereby, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and their and their respective Affiliates’ officers, directors, employees, controlling Persons, advisors, agents, attorneys and representatives and their respective successors and assigns, it being understood that the Purchaser shall not be deemed a Purchaser Financing Source for any purpose hereunder.

“Purchaser Indemnified Party” has the meaning specified in Section 9.3(1).

“Purchased Companies” means, collectively, the Company and its Subsidiaries and

“Purchased Company” means any one of the Company or one of its Subsidiaries.

“Purchased Interest” has the meaning specified in Section 2.1.

“Purchaser” means Akumin Corp.

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“R&W Insurance Policy” means the representations and warranty insurance policy taken out by the Purchaser as of the Closing Date with a reputable representation and warranty insurance provider in relation to the transactions contemplated herein, on terms and conditions set forth therein, which policy provides coverage of at least 20% of the Purchase Price.

“Remaining Indemnity Claim” has the meaning set forth in Section 9.8(2).

“Representatives” means former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or successors or permitted assignees (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or successor or permitted assignee of any of the foregoing). With respect to a Seller, the Principals of such Seller shall be considered a Representative of such Seller, and with respect to the Sellers, the Sellers’ Representative shall be considered a Representative of such Sellers.

“Restricted Cash” means any cash which is not freely usable by the Purchased Companies because it is subject to restrictions, limitations or taxes on use or distribution by law, Contract or otherwise, including without limitation, restrictions on dividends and repatriations or any other form of restriction.

“Retention Amount” means $470,610, which is the retention amount under the R&W Insurance Policy, as designated by the insurer.

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and policies made thereunder.

“Seller Indemnified Party” has the meaning specified in Section 9.4.

“Sellers” has the meaning ascribed thereto on the face page hereof.

“Sellers’ Representative” means [Redacted - Personal Information - Sellers’ Representative], acting solely in the capacity as Sellers’ Representative and not as a Seller hereunder.

“SFL” means SFL Radiology Holdings, LLC.

“Share Price” means $4.00 per share of Parent Common Shares.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Straddle Period” means a taxation year or fiscal period that includes but does not end on the Closing Date.

“Subscription Agreements” has the meaning specified in Section 6.1(j)(xiv).

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“Subsidiaries” with respect to any Person, means any other Person of which securities or other interests having the power to elect a majority of that Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) including, without limitation, by contractual control or management rights, whether or not coupled with equity ownership, such as through a management or similar agreement, are held by the former Person or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiaries” means Subsidiaries of the Company.

“Tax Assessment Period” has the meaning described in Section 9.5(1)(b).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and other documents (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, rates, withholdings, dues, contributions and other charges, collections or assessments of any kind whatsoever, imposed by any Governmental Entity; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an Affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) or (iii) as a result of any express or implied obligation to indemnify any other Person (other than pursuant to Contracts entered into in the Ordinary Course not primarily related to taxes) or as a result of being a transferee or successor in interest to any party.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“Third Party Licenses” has the meaning described in Section 3.1(x)(iii).

“TIC” means TIC Acquisition Holdings, LLC.

“Threshold Amount” means 50% of the Retention Amount.

“Transaction Costs” means all costs and expenses incurred by or on behalf of any Purchased Company or Seller, or triggered by the transactions contemplated by this Agreement, prior to the Closing Date or agreed to by any Purchased Company or Seller prior to the Closing, or that are or become due and payable as a result of the Closing, in connection with the transactions contemplated by this Agreement, in each case that remain unpaid as of the Closing, including all legal, tax, accounting, financial

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advisory, investment banking, printing and other administrative or professional fees, costs and expenses of third parties incurred by the Company or the Sellers in connection with the negotiation and settlement of this Agreement, any severance or other payment due to any employee or independent contractor pursuant to a written agreement because of a diminution (or termination) of such employee or independent contractor’s authority, duties or reporting structure resulting from or related to the transactions contemplated by this Agreement, any transaction costs and bonuses (including retention bonuses) related to or triggered by the transactions contemplated by this Agreement (but not including any such compensatory amounts that become payable after the Closing Date solely on account of actions of the Purchaser or one of its Affiliates), any payment of accrued but unpaid management fees which become due as a result of the transactions contemplated by this Agreement, any settlement of any intercompany payable due by a Purchased Company to an entity which ceased to be a related entity as a result of the transactions contemplated by this Agreement, any transaction or retention bonuses paid or agreed to be paid by any Purchased Company to any employee, independent contractor, physician or medical practice, including any payroll or similar taxes that such Purchased Company would be required to pay in connection with these payments, 50% of the premium and underwriting fees relating to the R&W Insurance Policy and 100% of the premium and underwriting fees relating to the insurance policy referred to in Section 6.1(m). For the avoidance of doubt, “Transaction Costs” shall not include any amounts reflected in the calculation of Working Capital or included in Indebtedness.

“Transaction Tax Deductions” means the sum of all items of losses, deductions or credits, to the extent deductible for U.S. federal income Tax purposes and without duplication, resulting from, or attributable to, the payment of Transaction Costs, the payment of Indebtedness, or any other expenses attributable to the transactions contemplated by this Agreement (and, for the avoidance of doubt, regardless of whether paid before or after the Closing Date). The Parties agree that the Company will make the election under Revenue Procedure 2011-29 to apply the 70% safe harbor to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f) for purposes of determining Transaction Tax Deductions.

“U.S. GAAP” means United States generally accepted accounting principles and practices in effect from time to time.

“U.S. Securities Act” means all applicable state and federal securities legislation in the relevant jurisdictions of the United States.

“Working Capital” means, in relation to the Purchased Companies, the aggregate of (a) Accounts Receivable (net of reserves), amounts due from third parties (net of reserves), advances to employees and prepaid expenses, but excluding (i) Cash and Cash Equivalents, (ii) the portion of any prepaid expenses of which the Purchaser will not receive the benefit following the Closing, (iii) intercompany receivables due from the Sellers and their Affiliates, (iv) non-current, fixed or capital assets (including prepayments and deposits of this nature); and (v) capitalized debt issuance or financing costs; minus (b) accounts payable, deferred revenue, accrued expenses

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(including amounts due to the Sellers and their Affiliates in the ordinary course of business), employee-related liabilities (including payroll taxes thereon) and accrued tangible taxes, but excluding items and amounts reflected in (i) Indebtedness and (ii) Transaction Costs; in each case, prepared in accordance with the Accounting Policies. Working Capital shall be expressed as a positive amount if it is a net asset or a negative amount if it is a net liability.

“Working Capital Escrow Amount” means $500,000.

“Working Capital Escrow Fund” means the portion of the Escrow Fund that is the Working Capital Escrow Amount.

“Working Capital Target” means $4,674,000.

Section 1.2 References and Usage.

Unless expressly stated otherwise, in this Agreement: (a) reference to a gender includes all genders; (b) the singular includes the plural and vice versa; (c) “or” is used in the inclusive sense of “and/or”; (d) “any” means “any and all”; (e) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”; (f) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”; (g) $ or dollars refers to United States currency unless otherwise specifically indicated; (h) accounting terms not specifically defined in this Agreement are to be interpreted in accordance with U.S. GAAP; (i) a statute includes all rules and regulations made under it, if and as amended, re-enacted or replaced from time to time; (j) a Person includes its predecessors, successors and permitted assigns; (k) the term “notice” refers to oral or written notices except as otherwise specified; (l) the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and all schedules to it, except as otherwise provided in this Agreement; (m) whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be required to be made or such action will be required to be taken on or not later than the next succeeding Business Day and in the computation of periods of time, unless otherwise stated, the word “from” means “from and excluding” and the words “to” and “until” each mean “to and including”; (n) references to any period of days shall be deemed to be the relevant number of calendar days, unless otherwise specified; and (o) the terms “hereof,” “herein” and “hereunder” and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3 Headings, etc.

The use of headings (e.g. Article, Section, etc.) in this Agreement is for reference only and is not to affect the interpretation of this Agreement. References in the Agreement to Article, Section etc., unless otherwise specified, shall mean the applicable Article, Section, etc. of this Agreement.

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Section 1.4 Knowledge.

(1) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Sellers, it will be deemed to refer to (i) the actual knowledge of [Redacted—Personal Information—Knowledge] with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of the Purchased Companies.

(2) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Purchaser or knowledge of the Parent, it will be deemed to refer to (i) the actual knowledge of Riadh Zine, President and Chief Executive Officer, Rohit Navani, Executive Vice President and Chief Operating Officer or Mohammad Saleem, Chief Financial Officer with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of the Purchaser or the Parent, as applicable.

Section 1.5 Schedules and Disclosure Letter.

The schedules attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it. For the purposes of clarification, the Disclosure Letter itself and all information contained in it is subject to Section 10.2 and Section 11.16.

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale.

Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from each Seller on the Closing Date, all (but not less than all) of the membership interests or other equity interests in the Company held by such Seller as more particularly set out in Schedule A (collectively, the “Purchased Interest”), which represents, directly or indirectly, the acquisition by the Purchaser all of the membership interests or other equity interests in the capital of all of the Purchased Companies.

Section 2.2 Purchase Price.

The total aggregate consideration payable by the Purchaser to the Sellers for the Purchased Interest (the “Purchase Price”) is $47,061,000, subject to adjustment in accordance with Section 2.7. For purposes of clarity and the avoidance of doubt, $5,000,000 of the Purchase Price shall be satisfied by the issuance by Parent, on behalf of the Purchaser, of Parent Common Shares at the Share Price (the “Consideration Shares”), with the remaining portion of the Purchase Price to be satisfied in cash.

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Section 2.3 Payment of the Estimated Closing Payment Amount.

At the Closing, the Purchaser shall pay or cause to be paid:

(1) an amount equal to the Threshold Amount and the Working Capital Escrow Amount (collectively, the “Escrow Fund”), with JPMorgan Chase Bank, N.A., in trust (the “Escrow Agent”) by wire transfer of immediately available funds, to be held in escrow pursuant to the terms and conditions of an escrow agreement by and among the Escrow Agent, the Purchaser and the Sellers’ Representative (the “Escrow Agreement”);

(2) on behalf of the Sellers and the Purchased Companies, as applicable:

(a) the Estimated Indebtedness; and

(b) the Estimated Transaction Costs; and

(3) the Estimated Closing Payment Amount less the Escrow Fund as follows: (i) an amount equal to $5,000,000 divided by the Share Price and such quotient being rounded down to the nearest whole number by the issuance of the Consideration Shares to the Persons as set forth on Schedule A, with such Consideration Shares to be registered in accordance with Schedule A; and (ii) the remaining balance of the Estimated Closing Payment Amount less the Escrow Fund, to be paid in cash to the Sellers’ Representative (for the benefit of and distribution to the Sellers in accordance with each Seller’s Pro Rata Share) by wire transfer of immediately available funds to an account or accounts designated by the Sellers’ Representative in writing at least one day prior to the Closing Date.

Section 2.4 Preparation of Estimated Statement.

At least three Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to the Purchaser, together with reasonable supporting or underlying documentation used in the preparation thereof, a statement (the “Estimated Statement”) of its good faith estimate of (a) Working Capital (the “Estimated Working Capital”), (b) Indebtedness (the “Estimated Indebtedness”), (c) Transaction Costs (the “Estimated Transaction Costs”), and (d) Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date, and (e) on the basis of the foregoing, the Estimated Closing Payment Amount. The Estimated Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

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Section 2.5 [Reserved].

Section 2.6 Preparation of Closing Statement.

(1) Within 120 days following the Closing Date (or such other date as is mutually agreed to by the Sellers’ Representative and the Purchaser in writing), the Purchaser shall prepare and deliver to Sellers’ Representative a draft consolidated statement (the “Draft Closing Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of (a) Working Capital (the “Closing Working Capital”), (b) Indebtedness (the “Closing Indebtedness”), (c) Transaction Costs (the “Closing Transaction Costs”), and (d) Cash and Cash Equivalents (the “Closing Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date. The Draft Closing Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

(2) The Sellers’ Representative shall have 15 Business Days to review the Draft Closing Statement following receipt of it and the Sellers’ Representative must notify the Purchaser in writing if it has any objections to the Draft Closing Statement within such 15 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and its auditors, to all work papers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement.

(3) If the Sellers’ Representative sends a notice of objection of the Draft Closing Statement in accordance with Section 2.6(2), the Parties shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an impartial independent firm of certified public accountants mutually agreed to by the Sellers’ Representative and the Purchaser (and, failing such agreement between the Sellers’ Representative and the Purchaser within a further period of 5 Business Days, such independent firm of certified public accountants will be Deloitte LLP, or if such firm is unable to act, Grant Thornton LLP) (the “Independent Accountants”). The Independent Accountants shall identify a member at an office located in Florida to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the Parties and expediting the accurate resolution of the dispute. The determination of the Independent Accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute shall be based on the terms of this Agreement only, will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountants are deemed to be acting as experts and not as arbitrators.

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(4) If the Sellers’ Representative does not notify the Purchaser of any objection within the 15 Business Day period, the Sellers are deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Statement” on the next Business Day following the end of such 15 Business Day period.

(5) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.6(2), the Parties shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 2.6(3) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 2.6(5).

(6) The Sellers and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of the Independent Accountants to determine such amount(s) in dispute, the costs and expenses of the Independent Accountants will be borne by the Sellers and the Purchasers in such proportions as the positions taken by each of the Sellers and the Purchaser are unsuccessful when compared to the Closing Statement, as determined by the Independent Accountants. However, the Sellers and the Purchaser shall each bear their own costs in presenting their respective cases to the Independent Accountants.

(7) The Parties agree that the procedure set forth in this Section 2.6 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 2.6(7) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.6(7) or to enforce the determination of the Independent Accountants.

Section 2.7 Closing Adjustment.

(1) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Closing Payment Amount, as determined from the Closing Statement, (“Final Closing Payment Amount”) is more or less than the Estimated Closing Payment Amount.

(2) If the Final Closing Payment Amount is more than the Estimated Closing Payment Amount, then, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.6(4) or Section 2.6(5), as the case may be, the Purchaser shall pay to the Sellers’ Representative each Seller’s Pro Rata Share of the amount of such difference as an increase to the Purchase Price, by wire transfer of immediately available funds and the Sellers and the Purchaser shall deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying the release of the Working Capital Escrow Amount to the Sellers from the Working Capital Escrow Fund.

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(3) If the Final Closing Payment Amount is less than the Estimated Closing Payment Amount, the Sellers’ Representative shall pay the amount of such difference as a decrease to the Purchase Price to the Purchaser. The Sellers and the Purchaser shall, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.6(4) or Section 2.6(5), as the case may be, deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying (i) the amount of the payment to be made to the Purchaser from the Working Capital Escrow Fund, and (ii) the release of the balance of the Working Capital Escrow Amount, if any, to the Sellers from the Working Capital Escrow Fund.

Section 2.8 No Effect on Other Rights.

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article will not limit or affect any other rights or causes of action either the Purchaser or the Sellers may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 3.1 Representations and Warranties Regarding the Purchased Companies.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Sellers represent and warrant to the Purchaser as of the date hereof as follows:

Corporate Matters

(a) Formation and Qualification. Each Purchased Company is an entity duly formed and existing under the laws of its formation and has the power to own and operate its property and carry on its business as now conducted, except to the extent the failure to have such power would not have a Material Adverse Change of the Purchased Companies, and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. Each Purchased Company is qualified to do business in Florida, which is the only jurisdiction in which the nature of the Assets or the Business makes such qualification necessary or where any Purchased Company owns or leases any Assets or conducts any business, except for jurisdictions in which the failure to be qualified would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies.

(b) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter, the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter or as disclosed in Section 3.1(b) of the Disclosure Letter, the performance and consummation of any transaction contemplated by the Agreement and each of the Ancillary Agreements by any Purchased Company:

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(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of any Purchased Company’s Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of any Contracts, Leases or instruments to which it or any Purchased Company is a party or pursuant to which any Purchased Company’s assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by any Purchased Company necessary for the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not have a Material Adverse Change of the Purchased Companies.

(c) Required Authorizations. There is no requirement to make any material filing with, give any material notice to, or obtain any material Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement, except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter.

(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Material Contract to which any Purchased Company is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter.

(e) Authorized and Issued Capital. Section 3.1(e)(i) of the Disclosure Letter sets out (i) the authorized capital and (ii) the issued and outstanding capital of each Purchased Company as of the date hereof, all of which (and no more) have been duly issued and are outstanding as fully paid and non-assessable. No prospectus or registration statement (as such terms are defined in the U.S. Securities Act) has been filed by the Company in the United States and there is no public market for the Purchased Interest. All of the issued and outstanding equity interests of each Subsidiary are owned solely by one or more of the Purchased Companies, as set out in Section 3.1(e)(ii) of the Disclosure Letter, as the registered and beneficial owner, free and clear of all liens, except for Permitted Liens.

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(f) No Other Agreements to Purchase. Except in respect of the Purchaser’s right under this Agreement, no Person has any Contact, option or warrant or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of any Purchased Company.

(g) Dividends and Distributions. Except as set forth on Section 3.1(g) of the Disclosure Letter, since the Balance Sheet Date, no Purchased Company has, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares or equity interests of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or equity interests of any class or agreed to do so.

(h) Books and Records. Except as set forth on Section 3.1(h) of the Disclosure Letter, the Books and Records are complete and accurate in all material respects, and all proceedings and actions (including all meetings, passing of resolutions, transfers, elections and appointments) are reflected in the Books and Records and have been conducted or taken in compliance with all applicable Laws and with the Organizational Documents of such Purchased Company in all material respects.

General Matters Relating to the Business

(i) Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has:

(i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000;

(ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser;

(iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000;

(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000;

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(v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause;

(vii) entered into any Contract with an Affiliate that is not on arms-length terms;

(viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract;

(x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee;

(xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000;

(xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000;

(xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000;

(xiv) cancelled or materially reduced any of its insurance coverage;

(xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure;

(xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes;

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(xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions);

(xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or

(xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

(j) [Reserved.]

(k) Compliance with Laws. Each Purchased Company is conducting and has at all times over the past three years conducted the Business in compliance, in all material respects, with all applicable Laws.

(l) Authorizations. All Authorizations material to any Purchased Company or the Business are listed in Section 3.1(l) of the Disclosure Letter (each a “Material Authorization”). As of the date hereof, one or more of the Purchased Companies owns, holds, possesses or lawfully uses in the operation of the Business, all Material Authorizations in compliance, in all material respects, with all applicable Laws. Each Material Authorization is valid, subsisting and in good standing, no Purchased Company is in material default or material breach of any Material Authorization and no proceeding is pending or, to the knowledge of the Sellers, threatened to revoke or limit any Material Authorization.

(m) Compliance with Health Care Laws.

(i) Neither the Purchased Companies nor, to the knowledge of the Sellers, any Person acting with authorization on the Purchased Companies’ behalf has committed any action, entered into any Contract or undertaking, or taken or omitted to take any other action of any nature whatsoever that was or is a material violation or prohibited act under any applicable state or federal Health Care Laws. Neither the Purchased Companies nor, to the knowledge of Sellers, any Person acting with authorization on the Purchased Companies’ behalf have received notice or other communications of any alleged violations or non-compliance with the same.

(ii) All billing practices of the Purchased Companies and, to the knowledge of the Sellers, of any Person or agent acting with authorization on behalf of any Purchased Company, have been in material compliance with all applicable Laws, including all state or federal Health Care Laws and insurance Laws, enforceable Contracts requirements and all

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applicable and binding policies and procedures of Government Reimbursement Programs and private payors with which any Purchased Company or any of a Purchased Company’s Health Care Providers have a Contract or otherwise participate or provides services. Each Purchased Company that participates in a Government Reimbursement Program or with any private payor programs and each of their Health Care Providers is: (i) eligible to receive payment without restriction under the Government Reimbursement Programs for services provided to qualified beneficiaries; and (ii) qualified to participate in and has current provider agreements (with one or more provider numbers) with the Government Reimbursement Programs and/or their fiscal intermediaries. All of the provider numbers used by the Company in Government Reimbursement Programs are listed in Section 3.1(m)(ii) of the Disclosure Letter. No Purchased Company, nor, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ respective owners, officers, directors, managers, employees, nor, to the knowledge of the Sellers, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ agents or independent contractors, has billed or received any payment or reimbursement materially in excess of amounts allowed by applicable Laws, including Health Care Laws such as the Stark Law, the federal Anti-Kickback Statute, and their applicable state equivalents, or any Contract in connection with any services rendered by or on behalf of the Purchased Companies (or, with respect to the Business, to the extent any such Person received excess payments, such Person refunded the excess payment to the appropriate individual/third party payor in a timely manner and such Person had no fraudulent intent with respect to such excess payment).

(iii) Neither the Purchased Companies, the Sellers, nor, any Person acting with authorization on behalf of the Purchased Companies, has directly or indirectly: (i) offered or paid (or attempted to offer or pay) or received any remuneration, in cash or in kind, to or from, or made any financial arrangements with, any past, present or potential patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or any other Person in violation of any Health Care Laws to obtain business or payments from such patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or other Person; (ii) made or agreed to make, or has knowledge that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where either the contribution, payment or gift, or the purpose of such contribution, payment or gift, is or was illegal under the Laws of any Governmental Entity having jurisdiction over such payment, contribution or gift; or (iii) made, or agreed to make, or

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has knowledge that there has been made or that there is any agreement to make, any payment to any Person, with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in any documents supporting such payment.

(iv) Neither the Purchased Companies, the Sellers, nor, to the knowledge of the Sellers, any Person acting with authorization on behalf of the Purchased Companies, is a party to any Contract, lease agreement, or other arrangement (including any consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person, who is in a position to make or influence referrals to or otherwise generate business for or from the Purchased Companies, the Owners, the Health Care Providers, or such Persons, other than Contracts or Leases (including any consulting Contracts) which are in material compliance with all applicable Health Care Laws.

(v) No owner, employee or independent contractor of the Purchased Companies is or, to the knowledge of the Sellers, has been excluded from participating in any state or federal health care program, or is or, to the knowledge of the Sellers, has been subject to sanction or is or, to the knowledge of the Sellers, has been convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. Without limiting the foregoing, none of the officers, directors, managers, agents or managing employees (as such term is defined in 42 U.S.C. §1320a-5(b)) of the Purchased Companies is or, to the knowledge of the Sellers, was excluded from any state or federal health care program, or is or, to the knowledge of the Sellers, was subject to sanction or is or, to the knowledge of the Sellers, was convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. No claims, actions, proceedings or investigations that would reasonably be expected to result in such a debarment, disqualification, or exclusion are pending or, to the knowledge of the Sellers, threatened against any of the foregoing Persons.

(vi) No Purchased Company or any Person on a Purchased Company’s behalf has, in the past six years, received any notice of intent by any Governmental Entity responsible for the enforcement of Health Care Laws to conduct an investigation relating to the Purchased Companies and no such investigation or other action is in progress or , to the knowledge of the Sellers, threatened. There are no facts or circumstances that could constitute a reasonable basis for such investigation or other action that could lead to a finding of a material violation of Health Care Laws.

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(vii) The Purchased Companies, respectively, have and at all relevant times have had all Permits necessary to permit the Purchased Companies to conduct the Purchased Companies’ Business as it is presently conducted or as it has been conducted at that time, and all of those Permits that must currently be held are valid and in full force and effect, and no such Permit is subject to termination, suspension, withdrawal, cancellation, modification, or other such adverse action as a result of any action or omission by the Purchased Companies, the Closing of this Agreement, or consummation of the transaction contemplated thereby. Section 3.1(m)(vii)(A) of the Disclosure Letter contains a list of all material Permits held by the Purchased Companies. Except as forth in Section 3.1(m)(vii)(B) of the Disclosure Letter, no filing with, notice to or consent from any Governmental Entity is required in connection with the transactions contemplated by this Agreement in order for a Permit to remain in full force and effect following the Closing. The Purchased Companies have at all times each timely filed all material forms, applications, reports, statements, data and other information required to be filed with Governmental Entities with respect to such Purchased Company’s Business.

(viii) Section 3.1(m)(viii) of the Disclosure Letter contains a complete and accurate list of all Permits held by the Purchased Companies and all Health Care Providers. The Sellers shall deliver to the Purchaser, prior to the Closing Date, copies of all medical licenses required for the practice of medicine by the Health Care Providers in the State of Florida. Each Health Care Provider is duly licensed under the Laws of each state where such Health Care Provider is required to be licensed under applicable Health Care Laws, as disclosed in Section 3.1(m)(viii) of the Disclosure Letter. None of the Health Care Providers have, while employed or engaged by the Purchased Companies or its Affiliates: (i) had his or her professional license, Drug Enforcement Agency number, Medicare provider status, or staff privileges at any hospital or medical facility, suspended, relinquished, terminated or revoked; (ii) been reprimanded, sanctioned or disciplined by any licensing board or any federal, state or local society or agency, Governmental Entity, hospital, third party payor or specialty board; or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.

(ix) Each Purchased Company has at all times complied with, and is currently in material compliance with, HIPAA, as well as other applicable federal and state privacy, security, breach notification, and consumer protection laws, and contractual commitments (collectively, the “Privacy and Security Requirements”). Each Purchased Company has entered into business associate agreements and/or obtained all consents and authorizations as and to the extent required by, and in accordance with, HIPAA and taken additional required steps to assure

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themselves of the ability and commitment of each third party acting as a HIPAA “business associate” to the Purchased Company to conform to applicable Privacy and Security Requirements. Each Purchased Company is not in breach of any business associate agreement, nor has any Purchased Company been the subject of any complaints or proceedings with respect to allegations of noncompliance with Privacy and Security Requirements and, except as set forth on Section 3.1(m)(ix) of the Disclosure Letter to this Agreement, has not been obligated to make any notification of a breach of protected health information or Personal Data to individuals, the media, the Secretary of the U.S. Department of Health and Human Services, any other Governmental Entity, or any other third party pursuant to Privacy and Security Requirements.

(x) To the knowledge of the Sellers, no Person has gained unauthorized access to or engaged in unauthorized processing of (i) any Personal Data held by a Purchased Company or any other Person on its behalf; or (ii) any databases, computers, servers, storage media (e.g., backup tapes), network devices, or other devices or systems that processes such Personal Data.

(xi) Each Purchased Company implements, materially follows and clearly and conspicuously posts privacy policies providing complete and accurate notice of the data privacy, data protection and data security practices of a Purchased Company regarding the processing of Personal Data in connection with the operation of the Business. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (i) will violate such privacy policies as they currently exist or as they existed at any time during which any of the Personal Data or other data was collected or obtained or (ii) applicable Health Care Laws.

Matters Relating to the Assets

(n) Sufficiency of Assets. The Business is the only business operation carried on by the Purchased Companies as of the date hereof. The Assets include all rights and property necessary to enable the Purchased Companies to conduct the Business as presently conducted. With the exception of inventory, motor vehicles or equipment in transit, all of the material Assets are situated at the Leased Properties.

(o) Title to the Assets. Each Purchased Company owns (with good title), or has a valid leasehold interest in, all of the material Assets used or held for use by it, including all the material Assets reflected as being owned or leased, respectively, by such Purchased Company in its financial Books and Records, except for Assets disposed of by such Purchased Company in the Ordinary Course after the Balance Sheet Date. Each Purchased Company has legal and

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beneficial ownership of its owned Assets free and clear of all Liens, except for Permitted Liens. No other Person owns any material Assets which are being used in the Business except for the Leased Properties, the personal property leased by one or more of the Purchased Companies pursuant to the Material Contracts, the Intellectual Property licensed to one or more of the Purchased Companies, or as disclosed in Section 3.1(o) of the Disclosure Letter.

(p) No Options, etc. to Purchase Assets. No Person has any Contract, option, understanding, or any right or privilege capable of becoming such for the purchase or other acquisition from any Purchased Company of any of the material Assets, other than (i) Assets which are obsolete; (ii) Assets which individually or in the aggregate do not exceed $250,000; or (iii) inventory to be sold in the Ordinary Course.

(q) Condition of Tangible Assets. The Assets of each Purchased Company, taken as a whole, are structurally sound, in good operating condition and repair (subject to normal wear and tear, normal outages and normal requirements for replacements of such assets) having regard to their use and age and are adequate and suitable for the uses to which they are presently being put, except as would not reasonably be expected to result in material liability or materially impair the Business.

(r) Owned Property. None of the Purchased Companies owns or has ever owned any real property.

(s) Leases. Section 3.1(s) of the Disclosure Letter sets out all of the real properties leased by any Purchased Company. True and complete copies of all Leases have been provided to the Purchaser and Section 3.1(s) of the Disclosure Letter accurately sets out a description of the leased premises by municipal address. Each Lease is legal, valid, binding enforceable and in full force and effect.

(t) Material Contracts. Except for the Contracts described in Section 3.1(t) of the Disclosure Letter, the Leases, the Contracts listed in Section 3.1(x) of the Disclosure Letter and the Employment Contracts listed in Section 3.1(ff)(vii) of the Disclosure Letter (collectively, the “Material Contracts”), no Purchased Company is a party to or bound by:

(i) any continuing Contract involving the performance of services, delivery of goods or materials, or payments to or by one or more Purchased Companies, of an amount or value in excess of $250,000;

(ii) any Contract involving payments to or by one or more Purchased Companies of an amount or value in excess of $250,000 per year that expires less than a year after the date of this Agreement, or that cannot be terminated by a Purchased Company with less than 60 days’ notice;

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(iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with, or in accordance with any pending amendments to, U.S. GAAP;

(iv) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person, other than standard indemnification and similar provisions in any Contract with customers, suppliers, insurers, payors or healthcare providers;

(v) employee leasing or contracting agreements or any Contract with a professional employer organization;

(vi) any Contract in respect of the Intellectual Property or Software owned by, licensed to or used by any Purchased Company, in each case, other than (A) licenses for generally commercially available, off the shelf software used by the Purchased Company; (B) agreements entered into by the Purchased Company with customers in the Ordinary Course; (C) non-exclusive licenses granted in the Ordinary Course;

(vii) any Contract for payment or reimbursement for provision of health care services by an insurance or other payor in excess of $250,000 per year;

(viii) any Contract for capital expenditures in excess of $250,000 in the aggregate;

(ix) any confidentiality, secrecy, non-disclosure or exclusivity Contract or any Contract limiting the freedom of any Purchased Company to engage in any line of business, compete with any other Person, solicit any Persons for any purpose, or otherwise to freely conduct its business;

(x) any Contract pursuant to which any Purchased Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property with a value in excess of $50,000;

(xi) any distributor, sales, advertising, agency or manufacturer’s representative Contract with annual payments in excess of $250,000;

(xii) any Contract for the purchase of real property;

(xiii) any Contract with any Affiliate that is not on arms-length terms; and

(xiv) any Contract that is material to the Business with annual payments in excess of $250,000.

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(u) No Breach of Material Contracts. Each Purchased Company has performed all of the material obligations required to be performed by it under the Material Contracts in all material respects. To the knowledge of the Sellers, no Purchased Company has received written notice alleging that it is in default of any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect, and there exists no material default or event, occurrence, condition or act (including the transactions contemplated herein) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default of any Purchased Company or, to the knowledge of the Sellers, any Purchased Company’s counterparty under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Purchaser.

(v) [Reserved].

(w) Accounts Receivable. All Accounts Receivables of the Purchased Companies reflected on the Latest Balance Sheet represent valid obligations arising from bona fide sales made or services performed in the Ordinary Course. All Accounts Receivable are, subject to reserves, refunds, allowances and chargebacks that are consistent with past practice and have been accounted for in accordance with U.S. GAAP, collectible in accordance with their terms at their recorded amounts without set off or counterclaim.

(x) Intellectual Property.

(i) Section 3.1(x) of the Disclosure Letter sets out all (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) material common law trademarks, trademark registrations and applications, business names, corporate names, trade names and logos; (iii) copyright registrations and applications, and (iv) domain name registrations, website names and world wide web addresses, in each case that are owned by the Purchased Company so indicated. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, except as set out therein (x) the applicable Purchased Company is the sole owner and possesses all right, title and interest in and to the item, free and clear of all Liens (other than Permitted Liens), and (y) no action, suit, proceeding, arbitration, investigation, charge, complaint, claim, or demand is pending, other than in the Ordinary Course, or, to the knowledge of the Sellers, is threatened, that challenges the legality, validity, enforceability, registration, use or ownership of the item. Except as set out in Section 3.1(x) of the Disclosure Letter or other than in the Ordinary Course, each such registration, filing, issuance and/or application (A) has not been abandoned or cancelled, (B) has been maintained effective by requisite filings, renewals and payments, and (C) remains in full force and effect. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, a list of all jurisdictions in which such Intellectual Property listed is registered or registrations have been applied for and all registration and application numbers.

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(ii) Except as set out in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, (i) no Purchased Company is infringing upon, misappropriating or otherwise violating any copyrights or trade secrets of any Person, (ii) no Purchased Company is infringing upon, misappropriating or otherwise violating any Intellectual Property (other than copyrights and trade secrets) of any Person, (iii) no Purchased Company has received from any Person in the past twelve months any written notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by any Purchased Companies of the Intellectual Property of any Person. To the knowledge of the Sellers, no Person is infringing, misappropriating, or otherwise violating the Intellectual Property of any Purchased Company in any manner that will have a Material Adverse Change of the Purchased Companies.

(iii) Section 3.1(x) of the Disclosure Letter sets out material Intellectual Property of third parties licensed by the Purchased Companies in the Business other than over-the-counter Software. Except as set forth in Section 3.1(x) of the Disclosure Letter, each Purchased Company uses the Intellectual Property of third parties only pursuant to written license agreements (collectively, the “Third Party Licenses”) and, to the knowledge of the Sellers, no Purchased Company has exercised any rights, including without limitation any use, reproduction, distribution or derivative work rights, outside the scope of any Third Party Licenses.

(iv) Except as set forth in Section 3.1(x) of the Disclosure Letter, the Intellectual Property listed therein, together with the Third Party Licenses, constitutes all material Intellectual Property used by the Purchased Companies in the Business.

(v) Except as set forth in Section 3.1(x) of the Disclosure Letter, each Purchased Company has taken commercially reasonable actions to protect, preserve and maintain its Intellectual Property and to maintain the confidentiality and secrecy of and restrict the improper use of confidential information, trade secrets and proprietary information under applicable Law. Except as set forth in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, there has been no unauthorized disclosure of any trade secrets or proprietary information of any Purchased Company.

(vi) Except as set forth in Section 3.1(x) of the Disclosure Letter, following the Closing, no Seller or any Affiliate of any Seller will retain or use any of the Intellectual Property owned by, licensed to or used by any Purchased Company in connection with the Business.

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(y) Software and Technology.

(i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party.

(ii) The Company has not developed any proprietary Software. Section 3.1(y)(ii) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business.

(iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place.

(iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.

(z) Inventories. The inventory of each Purchased Company reflected on the Latest Balance Sheet is of a quality and quantity usable and saleable by such Purchased Company in the Ordinary Course, subject to the reserve for inventory write-downs set forth in the Latest Balance Sheet.

Financial Matters

(aa) Books and Records. All accounting and financial Books and Records of the Purchased Company have been fully, properly and accurately kept and completed in all material respects. At the Closing, all Books and Records will be in the possession of the Purchased Companies.

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(bb) Financial Statements. The unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ending December 31, 2018 (excluding the notes thereto and normal year-end adjustments that are not material to the Purchased Companies, individually or in the aggregate) have been prepared in accordance with U.S. GAAP and consistently applied throughout the periods indicated (subject to the exceptions set forth in Section 3.1(bb) of the Disclosure Letter) and each presents fairly:

(i) the financial position of the Company and its Subsidiaries as at the respective dates of the relevant statements; and

(ii) the operating results and cash flows of the Company and its Subsidiaries during the periods covered by the Financial Statements, as the case may be.

True, correct and complete copies of the Financial Statements are attached to Section 3.1(bb) of the Disclosure Letter.

(cc) No Liabilities. No Purchased Company has any liability or obligation of any nature that would be required to be included in the Financial Statements under U.S. GAAP other than (i) liabilities or obligations to the extent shown on the Latest Balance Sheet; (ii) current liabilities incurred in the Ordinary Course since the Balance Sheet Date; and (iii) as disclosed in Section 3.1(cc) of the Disclosure Letter.

(dd) Bank Account and Powers of Attorney. Section 3.1(dd) of the Disclosure Letter is a correct and complete list showing (i) the name of each bank in which any Purchased Company has an account or safe deposit box and the names of all Persons authorized to draw on the account or to have access to the safety deposit box, and (ii) the names of all Persons holding powers of attorney from any Purchased Company. Copies of the powers of attorney have been provided to the Purchaser.

Particular Matters Relating to the Business

(ee) Environmental Matters.

(i) Except as set forth in Section 3.1(ee)(i) of the Disclosure Letter, to the knowledge of the Sellers, none of the Leased Properties have asbestos, asbestos-containing materials, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them in violation of Environmental Laws and for which the Purchased Companies are responsible.

(ii) Except as set forth Section 3.1(ee)(ii) of the Disclosure Letter, no Purchased Company has transported, removed or disposed of any hazardous waste to a location outside of the United States in violation of Environmental Laws.

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(iii) Except as set forth in Section 3.1(ee)(iii) of the Disclosure Letter, no Purchased Company has been required by any Governmental Entity to (i) alter any of the Leased Properties in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property, which has not been completed to the extent required by Environmental Law.

(iv) The Purchaser has been provided all material retainer letters, reports and documents relating to the environmental matters affecting any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers. Copies of all such letters, reports and documents have been provided to the Purchaser. To the knowledge of the Sellers, there are no other material reports or documents relating to environmental matters affecting any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers which have not been made available to the Purchaser whether by reason of confidentiality restrictions or otherwise.

(v) To the knowledge of the Sellers, no real property currently or formerly owned, operated or leased by the Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(ff) Employees.

(i) Each Purchased Company: (i) is, and at all times has been, in all material respects, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Laws relating to discrimination, harassment, wages and hours, overtime exemption classification, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy right, retaliation, immigration, wrongful discharge, or other violation of the rights of employees, former employees or employment candidates; (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice).

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(ii) No Purchased Company has, in the last three years or currently is, engaged in any unfair labor practice.

(iii) No Purchased Company is a party to, or bound by, any Collective Agreement with respect to the employees of any Purchased Company nor is any such Contract presently being negotiated, nor is there any duty on the part of any Purchased Company to bargain with any labor organization, union or employee association in respect of the employees of any Purchased Company.

(iv) No trade union, council of trade unions, employee bargaining agency or Affiliated bargaining agent holds bargaining rights with respect to any of the employees of any Purchased Company by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Sellers, threatened to apply to be certified as the bargaining agent of any employees of any Purchased Company. To the knowledge of the Sellers, there are no threatened or pending union organizing activities or proceedings involving any employees of any Purchased Company and no such event has occurred within the last three years. There is no labor strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Sellers, threatened against any Purchased Company and no such event has occurred within the last three years.

(v) There are no actions, suits, claims, audits, investigations, or administrative matters pending, or, to the knowledge of the Sellers, threatened against any Purchased Company or any of its employees relating to any employee, Employment Contracts or Employee Plans. No Purchased Company is a party to a conciliation agreement, consent decree, or other Contract or order with any Governmental Entity with respect to employment practices.

(vi) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Employee Plans have either been paid or are accurately reflected in the Books and Records. The Sellers have provided to the Purchaser all written policies or in the case of oral policies, have described same on Section 3.1(ff)(vi) of the Disclosure Letter, relating to paid time off or expense reimbursement for employees whether they are reimbursed on an individual or collective basis.

(vii) Section 3.1(ff)(vii) of the Disclosure Letter contains a correct and complete list of each employee, whether actively at work or not, showing their salaries, wage rates, commissions, bonus arrangements, benefits, positions, status as full-time or part-time employees, status as an exempt or non-exempt employee, location of employment, name of employer, anticipated date of return to service for each employee on leave, cumulative length of service with any Purchased Company and whether they are subject to a written Employment Contract.

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(viii) Current and complete copies of all Employment Contracts have been delivered or made available or described to the Purchaser.

(ix) Except as disclosed in Section 3.1(ff)(ix) of the Disclosure Letter, the employment of the employees of each Purchased Company is terminable by such Purchased Company at will, and no employee of any Purchased Company has any agreement as to length of notice or severance payment required to terminate his employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(x) Except as disclosed in Section 3.1(ff)(x) of the Disclosure Letter there are no severance, compensation, change of control, employment, retention or other Contracts or benefit plans with current or former employees providing for cash or other compensation, benefits or acceleration of benefits upon the consummation of, or relating to, the transactions contemplated by this Agreement, including a change of control of the Purchased Company or of any of its Subsidiaries.

(xi) Section 3.1(ff)(xi) of the Disclosure Letter contains a correct and complete list of each current independent contractor or consultant who has received or may be entitled to receive in excess of $250,000 in any 12 month period from any Purchased Company, including their names, compensation, a description of such Person’s services, and whether they are subject to a written Contract. Current and complete copies of all such Contracts have been delivered or made available to the Purchaser. Each independent contractor or consultant, whether or not disclosed on Section 3.1(ff)(xi) of the Disclosure Letter, has been properly classified by the applicable Purchased Company as an independent contractor rather than as an employee, and no Purchased Company has received any notice from any Person or Governmental Entity disputing such classification.

(xii) The Sellers have provided to the Purchaser all inspection reports issued under Occupational Safety and Health Act of 1970 or any other occupational health and safety Law (“OSHA Law”). There are no outstanding inspection orders or any pending or, to the knowledge of the Sellers, threatened assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to OSHA Law or any workers’ compensation Law and no Purchased Company has been reassessed under such Laws during the past three years and, to the knowledge of the Sellers, no audit of any Purchased Company is currently being performed by any Governmental Entity with responsibility for workers’ compensation or occupational safety and health. There are no claims or potential claims which may materially adversely affect any Purchased Company’s accident cost experience in respect of the Business, and there have been no fatal or OSHA Law reportable accidents that could lead to charges under any OSHA Law.

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(xiii) To the knowledge of the Sellers, all employees, officers and directors of each Purchased Company are legally authorized to work in the United States. Each Purchased Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, officers and directors including the Form I-9. Each Purchased Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with such Purchased Company and has retained a Form I-9 for each former employee of such Purchased Company for a period of one year from the date of termination of such employee or three years from the date of hire, whichever is later. No audit by a Governmental Entity is being conducted, or is pending, in respect of any employees of any Purchased Company and no charge or complaint is pending, or to the knowledge of the Sellers, threatened, under the Immigration Reform and Control Act of 1986 against any Purchased Company. No Purchased Company has received any notice from any Governmental Entity that such Purchased Company is in violation of any Law pertaining to immigration control or that any current, former employee, officer or director of such Purchased Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number.

(gg) Employee Plans.

(i) Section 3.1(gg)(i) of the Disclosure Letter lists and describes all material Employee Plans. The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this provision.

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(ii) The Purchased Companies do not maintain, sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan is: (i) a Multiemployer Plan, (ii) a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, the Purchased Companies do not have and no Employee Plan provides any liabilities with respect to the provision of health or other welfare benefits to former employees or other terminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, and are in material compliance with, the requirements of COBRA.

(iii) All Employee Plans have been established, administered and operated, in all material respects, in accordance with all Laws. To the knowledge of the Sellers, neither the Company, nor any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any Employee Plan. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is a pre-approved plan, the sponsor of which was received a favorable opinion letter from the Internal Revenue Service on the form of such Employee Plan that such form of plan is so qualified and, to the knowledge of the Sellers, there are no facts or circumstances that are reasonably expected to adversely affect the qualification of any such Employee Plan. No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened.

(iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each such Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records.

(v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws.

(vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made.

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(vii) Except as set forth on Section 3.1(gg)(vii) of the Disclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan.

(viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan.

(ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to any Taxes, including those imposed under Sections 4999 or 409A of the Code.

(hh) Insurance. Section 3.1(hh) of the Disclosure Letter contains a correct and complete list of insurance policies to which any Purchased Company is a party, an insured or a beneficiary or under which any Purchased Company or any officer or director of a Purchased Company is covered, setting out, in respect of each policy, the type of policy, the name of insurer, the expiration date, the annual premium and any pending claims. No Purchased Company is in material default with respect to any of the provisions contained in the insurance policies and no Purchased Company has failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. No Purchased Company has received any written refusal of insurance coverage or any written notice that a defense will be afforded with reservation of rights. Section 3.1(hh) of the Disclosure Letter includes a list setting forth any and all claims, with reasonable particulars, not ultimately covered by insurance maintained by or for the benefit of any Purchased Company over the past three calendar years prior to the date hereof. Copies of all insurance policies of each Purchased Company and the most recent inspection reports received from insurance underwriters, if any, have been delivered to the Purchaser.

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(ii) Litigation. Except as described in Section 3.1(ii) of the Disclosure Letter, there are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving any Purchased Company, pending, or, to the knowledge of the Sellers, threatened, against any Purchased Company, other than as may involve a Purchased Company in the Ordinary Course. No Purchased Company is subject to any judgment, order or decree entered in any lawsuit or proceeding nor has any Purchased Company settled any claim prior to being prosecuted in respect of it within the past three years, in each case in excess of $250,000.

(jj) Taxes.

(i) Each Purchased Company has paid all Taxes which are due and payable within the time required by applicable Law, and has paid all assessments and reassessments it has received in respect of Taxes. Each Purchased Company has provided full and adequate provision in accordance with U.S. GAAP in the Financial Statements for all Taxes for periods to which they relate which are not yet due and payable. Since the date of such Financial Statements, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. No Purchased Company has received any refund of Taxes to which it is not entitled.

(ii) The Purchased Companies have filed or caused to be filed with the appropriate Governmental Entity, within the times and in the manner prescribed by applicable Law, all material Tax Returns which are required to be filed by or with respect to it. The information contained in such Tax Returns is correct and complete in all material respects and such Tax Returns reflect accurately in all material respects the calculation of taxable income.

(iii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Purchased Companies (other than extensions for the filing of Tax Returns in the Ordinary Course).

(iv) There are no written claims, actions, suits, audits, proceedings, investigations or other actions pending against the Purchased Companies in respect of Taxes and, to the knowledge of the Sellers, there is no reason to expect that any such claim, action, suit, audit,

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proceeding, investigation or other action may be asserted against the Purchased Companies by a Governmental Entity. No Purchased Company is negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Entity and none of the Purchased Companies has received any indication from any Governmental Entity that an assessment or reassessment is proposed or may be proposed in respect of any Taxes for any period ending on or prior to the Closing Date.

(v) Each Purchased Company has withheld and collected all amounts required by applicable Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any applicable Law.

(vi) No claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Purchased Companies do not file Tax Returns that the Purchased Companies are or may be subject to Tax by that jurisdiction.

(vii) No Purchased Company is party to or bound by any tax sharing agreement, tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity) other than pursuant to Contracts entered into in the Ordinary Course not primarily related to Taxes.

(viii) None of the representations set forth in this Section 3.1(jj) shall be interpreted as providing any representation, warranty or other assurance regarding the existence, amount, value or condition in any taxable period (or portion thereof) beginning after the Closing Date of (i) any accounting methods, (ii) Tax assets or Tax attributes of any Purchased Company (including, but not limited to, any Tax loss carryforward or the Tax basis of any asset) from any taxable period (or portion thereof) ending on or before the Closing Date, or (iii) the ability of the Purchaser or any of its Affiliates (including, on or after the Closing Date, any Purchased Company) to utilize such accounting methods, Tax assets or Tax attributes in any taxable period (or portion thereof) beginning after the Closing.

(kk) Privacy and Security.

(i) Each Purchased Company has at all times taken all reasonable steps (including, without limitation, implementing, maintaining, and monitoring compliance with government-issued or industry standard measures with respect to administrative, technical, and physical security) to ensure that all Personal Data in its possession or control is protected against damage, loss, and against unauthorized access,

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acquisition, use, modification, disclosure, or other misuse. To the knowledge of the Sellers, there has been no known or suspected unauthorized access, use, or disclosure of Personal Data in the possession or control of any Purchased Company or any of its contractors with regard to any Personal Data obtained from or on behalf of the Purchased Company, nor, to the knowledge of the Sellers, have there been any unauthorized intrusions or breaches of security into any Purchased Company systems.

(ii) Each Purchased Company is in material compliance with its contractual commitments to protect payment card information data, consistent with the Payment Card Industry Data Security Standards applicable to merchants.

(iii) Each Purchased Company has at all times contractually required all third parties, including vendors, Affiliates, and other persons providing services to the Purchased Company that have access to or receive Personal Data from or on behalf of the Purchased Company to comply with all applicable Privacy and Security Requirements, and to take all reasonable steps to ensure that all Purchased Company Personal Data in such third parties’ possession or control is protected against damage, loss, and unauthorized access, acquisition, use, modification, disclosure, or other misuse.

(iv) Each Purchased Company has a written privacy policy which governs the collection, storage, use and disclosure of personal information and each Purchased Company is in compliance in all material respects with such policy.

(ll) No Brokers. No Purchased Company, nor any of its representatives, has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

(mm) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Purchaser and the Parent in Section 4.1 and Section 4.2, (a) the Sellers and the Principals, each on its own behalf and on behalf of each of their respective representatives, acknowledge and agree that (i) neither the Purchaser nor the Parent are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Purchaser or the Parent or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchaser or the Parent

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furnished to any Seller or Principal or any of their respective representatives or made available to any Seller or Principal in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no representative of the Purchaser or the Parent has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Sellers and Principals specifically disclaim that any of them is relying upon or has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that the Purchaser and the Parent have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Sellers and Principals specifically disclaim any obligation or duty by the Purchaser or the Parent to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 4.1 and Section 4.2, respectively; except, in the case of either clause (a), (b) or (c) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record, or to the extent such obligation or duty is required of Parent in relation to its obligations under the Securities Act or other applicable Laws.

(nn) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) none of the Sellers, the Principals or any Purchased Company shall be deemed to make to the Purchaser or the Parent any representation or warranty other than as expressly made by the Sellers in this Agreement and (ii) none of the Sellers, the Principals or any Purchased Company makes any representation or warranty to the Purchaser or the Parent with respect to (A) any projections, estimates or budgets heretofore delivered to or made available to the Purchaser, the Parent or their respective counsel, accountants or advisors of future revenues, future expenses or expenditures or future results of operations of any Purchased Company or (B) except as expressly covered by a representation and warranty contained in this Section 3.1 or Section 3.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Purchaser, the Parent or their respective counsel, accountants or advisors with respect to any Purchased Company. The Purchaser and the Parent each hereby acknowledges and agrees to such disclaimers.

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Section 3.2 Representations and Warranties Regarding the Sellers.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each Seller represents and warrants to the Purchaser as of the date hereof as follows:

(a) Formation and Qualification. In the event such Seller is not an individual, such Seller is duly formed and existing under the laws of the jurisdiction of its organization and has the power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Authorization. In the event such Seller is not an individual, the execution, delivery of and performance by such Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by it have been duly authorized by all necessary action on the part of such Seller.

(c) No Conflict. In the event such Seller is not an individual, except for the filings, notifications and Authorizations described in Section 3.2(c) of the Disclosure Letter and the consents, approvals and waivers described or disclosed in Section 3.2(d) of the Disclosure Letter, the execution, delivery and performance by such Seller of this Agreement and the consummation of the transaction of purchase and sale contemplated by this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of such Seller’s Organizational Documents, if any;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts to which such Seller is a party or pursuant to which any of its assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by such Seller in connection with the ownership of the Purchased Interest or the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

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(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which such Seller is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.2(d) of the Disclosure Letter or except where the failure to obtain such consent, approval or waiver would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(e) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which it is a party has been duly executed and delivered by such Seller, and constitutes a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(f) No Other Agreements to Purchase. Except for the Purchaser’s right under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual granted by such Seller) capable of becoming such for the purchase or acquisition from such Seller of any Purchased Interest of such Seller.

(g) Title to Purchased Interest. Such Seller owns the Purchased Interest set out opposite its name on Schedule A. Such Seller owns such Purchased Interest as the registered and beneficial owner, free and clear of all Liens other than those restrictions on transfer, if any, contained in the Organizational Documents of the Company. Upon the Closing, such Seller will transfer to the Purchaser good and valid title to such Seller’s Purchased Interest, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the Organizational Documents of the Company, and (ii) Liens granted by the Purchaser.

(h) Residence. Such Seller is a resident of the United States within the meaning of the Code.

(i) No Brokers. Neither it nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

Section 4.1 Representations and Warranties of the Purchaser.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Purchaser represents and warrants to the Sellers and the Principals as of the date hereof as follows:

(a) Formation and Corporate Power. The Purchaser is an entity that is duly formed and validly existing under the laws of the jurisdiction of its organization. The Purchaser has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Corporate Authorization. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by them have been duly authorized by all necessary corporate action on the part of the Purchaser.

(c) No Conflict. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Purchaser is a party have been duly executed and delivered by the Purchaser and constitute legal, valid and binding agreements of the Purchaser, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

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(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Purchaser, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which Purchaser is a party to any of the transactions contemplated by this Agreement, except where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Purchaser pending, or, to the knowledge of the Purchaser, threatened against the Purchaser, which would materially adversely affect the Purchaser’s performance under this Agreement or the consummation of the transactions contemplated hereby.

(h) Investment Representation. The Purchaser is acquiring the Purchased Interest for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any securities Laws.

(i) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will be able to pay their respective debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Purchaser.

(j) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Sellers in Section 3.1 and Section 3.2, (a) the Purchaser, on its own behalf and on behalf of each of its representatives, acknowledges and agrees that (1) neither the Sellers, the Principals, nor the Purchased Companies are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Sellers, the Principals, the Purchased Companies or their

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respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any Assets, the prospects of the Purchased Companies, and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchased Companies furnished to the Purchaser or any of its representatives or made available to the Purchaser in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (2) no representative of the Sellers (including the Sellers’ Representative), the Principals or the Purchased Companies has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that the Sellers, the Principals and the Purchased Companies have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Purchaser specifically disclaims any obligation or duty by the Sellers, the Principals or the Purchased Companies to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 3.1 and Section 3.2, respectively.

(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Purchaser shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Purchaser in this Agreement and (ii) the Purchaser does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.1, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Purchaser nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

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Section 4.2 Representations and Warranties Relating to the Parent.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Parent represents and warrants to the Sellers and the Principals as of the date hereof as follows:

(a) Formation and Corporate Power. The Parent is duly formed and validly existing under the laws of the jurisdiction of its organization. The Parent has the power to own and operate its property and carry on its business. The Parent is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business.

(b) Corporate Authorization; Valid Issuance of Consideration Shares. The issuance of the Consideration Shares to the Sellers and the consummation of the transactions contemplated thereby and hereby have been duly authorized by all necessary corporate action on the part of the Parent. The Consideration Shares, when issued pursuant to the terms of this Agreement, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act of 1933 and under the lock-up agreement to be entered into by the Sellers in substantially the form of the agreement in Schedule 6.1(h)(x) hereto.

(c) No Conflict. The execution and delivery of and performance by the Parent of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and constitute legal, valid and binding agreements of the Parent, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

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(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Parent, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Parent is a party to any of the transactions contemplated by this Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Parent’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Parent pending, or, to the knowledge of the Parent, threatened against the Parent, which would materially adversely affect the Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby.

(h) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Parent.

(i) Financial Statements. The Parent’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Parent and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Parent and its Subsidiaries during the periods covered by the Parent’s Financials, as the case may be. True, correct and complete copies of the Parent’s Financials have been provided to all Sellers who are receiving Consideration Shares.

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(j) Public Disclosure Documents. The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record.

(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Parent shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Parent in this Agreement and (ii) the Parent does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Parent nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

(1) During the Interim Period the Sellers shall cause each Purchased Company to conduct the Business in the Ordinary Course except (i) to the extent required to comply with its obligations under this Agreement, (ii) with the prior written consent of the Purchaser (which such consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Section 5.1 of the Disclosure Letter.

(2) Without limiting the generality of Section 5.1(1), subject to applicable Laws and except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period the Sellers shall not permit any Purchased Company to:

(a) sell, transfer or otherwise dispose of any of the Assets used in the Business except for (A) Assets which are obsolete, (B) Assets which individually or in the aggregate do not exceed $250,000, or (C) Assets sold in the Ordinary Course;

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(b) make any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for the same in the capital expenditure budget presented to the Purchaser as of the date hereof;

(c) discharge any obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $250,000, other than in the Ordinary Course;

(d) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person, either involving more than $250,000 or outside the Ordinary Course; provided, however, that the Purchased Companies may draw under the revolving credit facilities in place at signing as needed to fund Ordinary Course business activities without any limitation as to the amount drawn, so long as in each case such Indebtedness is included in the Estimated Indebtedness;

(e) award or make any bonus or profit sharing distribution or similar payment of any kind or declare or pay any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(f) remove the auditor or any director or terminate any officer or other Key Employee other than for cause;

(g) enter into any extension or renewal of any existing Contract, or enter into any new Contract, in either case for the provision of goods or services to a Purchased Company which cannot be terminated by such Purchased Company upon written notice of 60 days’ or less and without any monetary penalty;

(h) enter into any Contract with any Affiliate that is not on arms-length terms or that cannot be terminated for convenience at Closing without any penalty or other fee;

(i) write off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(j) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employees except as may be required by the terms of a Material Contract, an Employee Plan or an Employment Contract, other than customary increases consistent with past practice in amounts not to exceed 5% of existing remuneration individually or in the aggregate;

(k) increase the benefits to which employees are entitled under any Employee Plan (except for non-material increases on account of health and welfare plan renewals) or create any new Employee Plan;

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(l) cancel or waive any material claims or rights under its Material Contracts;

(m) compromise or settle any litigation, proceeding or governmental investigation or action relating to the Assets, the Business or such Purchased Company except as required by this Agreement, in excess, individually or in the aggregate, of $250,000, or outside of the Ordinary Course;

(n) cancel or materially reduce any of its insurance coverage;

(o) make any change in any method of accounting or auditing practice outside of the Ordinary Course, or amend or approve any amendment to its Organizational Documents or capital structure;

(p) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period; or

(q) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

Section 5.2 Access for Due Diligence and Transition.

(1) Subject to applicable Law, during the Interim Period, the Sellers and the Material Principals shall (i) upon reasonable notice, permit, or cause to be permitted, the Purchaser and its employees, agents, counsel, accountants or other representatives, to have reasonable access during normal business hours to (A) the premises of any Purchased Company, (B) the Assets, including all Books and Records whether retained by the Sellers, any Purchased Company or otherwise, (C) all Contracts and Leases, and (D) the senior personnel of any Purchased Company (provided that if the Purchaser desires access to any personnel other than a Material Principal, such access must be approved in writing by the Material Principals prior to such access); and (ii) furnish to the Purchaser, or its employees, agents, counsel, accountants or other representatives, such financial and operating data and other information with respect to the Assets and any Purchased Company as the Purchaser from time to time reasonably requests, so long as, in each of clause (i) and (ii), the access or request does not unreasonably interfere with the Ordinary Course of the Business or result in the waiver of any attorney-client privilege or other legal privilege.

(2) Neither the Sellers nor any Purchased Company makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to Section 5.2(1), and neither the Purchaser nor any Purchaser Indemnified Party may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article 3, as qualified by the Disclosure Letter.

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Section 5.3 Purchaser Confidentiality.

(1) Until the earlier of the Closing and the Outside Date, the Purchaser and the Parent shall keep confidential and shall not use for any purpose (other than in connection with transition efforts and other requirements under the Agreement during the Interim Period) or disclose to any other Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) becomes available to the Purchaser or the Parent on a non-confidential basis from a source other than the Sellers, the applicable Purchased Company that provided such information or their respective agents and representatives, unless the Purchaser or the Parent knows after due inquiry that such source is prohibited from disclosing the information to the Purchaser or the Parent by a contractual, fiduciary or other legal obligation to the Sellers or such Purchased Company, or (iii) was known to the Purchaser or the Parent on a non-confidential basis before its disclosure to the Purchaser or the Parent by the Sellers, the applicable Purchased Company or their respective agents and representatives. In the event the Purchaser or the Parent is required by Law or by any by-law, rule or policy of any stock exchange to disclose any confidential information, the Purchaser or the Parent shall, to the extent not prohibited by applicable Law, provide the Sellers’ Representative with prompt notice of such requirements so that the Sellers’ Representative may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.3. Subject to the next sentence, if this Agreement is terminated, the Purchaser and the Parent shall thereafter continue to hold in confidence and shall not use or disclose to any Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives (regardless of when such information was provided or obtained), and promptly after such termination the Purchaser and the Parent shall return or cause to be returned or destroyed all documents, work papers and other material (whether in written, printed, electronic or computer printout form and including all copies) obtained from the Sellers, any Purchased Company or their respective agents and representatives in connection with this Agreement, together with all derivative materials prepared or created by the Purchaser or the Parent.

(2) Except as required by applicable Law or the rules of the Toronto Stock Exchange, neither Party shall disclose to any other Person any information relating to the terms, negotiations or existence of this Agreement or the transactions contemplated hereunder without the prior written consent of the other Parties hereto.

(3) The Sellers and the Material Principals acknowledge that the Parent is a public company whose common shares trade on the Toronto Stock Exchange and that, under applicable securities Laws, to the extent a Seller is in possession of any material, non-public information of Parent, if any, the Sellers may be prohibited from buying, selling or otherwise trading in securities of the Parent while in possession of such information until such time as such information has been publicly disclosed.

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Section 5.4 Actions to Satisfy Closing Conditions.

(1) The Sellers and Principals shall, and shall cause the Purchased Companies to, use commercially reasonable efforts to cause the conditions set forth in Section 6.1(b), (c), (e), (h) and (i) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.1 (other than those to be satisfied at Closing).

(2) The Purchaser and the Parent shall use commercially reasonable efforts to cause the conditions set forth in Section 6.2(b), (c), (d) and (e) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.2 (other than those to be satisfied at Closing).

Section 5.5 Transfer of the Purchased Interests.

The Sellers shall take all necessary steps and corporate proceedings to permit good title to the Purchased Interests to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than the restrictions on transfer, if any, contained in the Organizational Documents of the Company.

Section 5.6 Notices and Requests for Consents.

(1) The Sellers shall use its commercially reasonable efforts to obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Material Contracts that are listed in Section 5.6 of the Disclosure Letter as a result of the consummation of the transaction contemplated hereby. Subject to Section 5.12, such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall co-operate in obtaining such consents, approvals and waivers; provided that, subject to its obligations under Section 5.12, the Purchaser shall not be required to enter into or grant any guaranty, security or other assurance to any counterparty to any such Lease or Contract in order to obtain such consent, approval or waiver.

(2) The Sellers shall use its commercially reasonable efforts to provide or cause to be provided all notices that are required by the terms of the Material Contracts to which any Purchased Company is a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, co-operate with the Purchaser in the drafting and delivery of such notices.

Section 5.7 Filings and Authorizations.

(1) Each of the Parties, as promptly as practicable after the execution of this Agreement, shall (i) make, or cause to be made, all material filings and submissions under all material Laws applicable to it, that are required for it to consummate the purchase and sale of the Purchased Interest in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

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(2) The Purchaser shall be responsible for all filing fees under any such other Laws or regulations applicable to the transactions contemplated under this Agreement, including any required filings in Canada or any other jurisdiction.

(3) Each of the Sellers and the Purchaser will use its reasonable best efforts to satisfy all requests for additional information and documentation received under or pursuant to all filings, submissions, and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation.

(4) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.7 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Sellers to the Purchaser pursuant to this Section 5.7 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis.

(5) Despite Section 5.7(1) and Section 5.7(4) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its Affiliates’ assets, properties or businesses or any Purchased Company’s assets, properties or businesses, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its Affiliates’ assets, properties or businesses or any Purchased Company or any of its assets, properties or businesses, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Assets or any of the Purchaser’s assets, unless, in each of clause (i), (ii) or (iii), such action relates to an immaterial portion of the Purchaser’s or its Affiliates’ assets, properties or business or any Purchased Company’s assets, properties or businesses and such action would not cause a material adverse effect on the Purchaser, its Affiliates or their respective businesses, in each case in the Purchaser’s sole reasonable discretion.

Section 5.8 Supplements to Disclosure Letter.

The Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Letter with respect to any circumstance, development, event, condition or other matter hereafter arising or of which it becomes aware after the date hereof (each a “Disclosure Supplement”). Each such Disclosure Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Letter for all purposes; provided, however, that

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if such circumstance, development, event, condition or other matter which is the subject of the Disclosure Supplement constitutes or relates to (a) a matter which existed prior to the date hereof, or (b) a matter arising hereafter in breach of this Agreement or that, in the determination of the Purchaser, would have a Material Adverse Change of the Purchased Companies, Purchaser shall have the right to negotiate a reduction to the Purchase Price or, should the Parties fail to come to a mutual agreement in respect of such reduction, to terminate this Agreement as provided in Section 8.1(d). If the Purchaser has the right to, but does not elect to renegotiate the Purchase Price or terminate this Agreement as provided in Section 8.1(d), then (x) Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, (y) no indemnity claim may be made with respect to such matter by Purchaser or any of its Affiliates or assignees under Article 9, any such claim being hereby irrevocably waived and released with respect to such matter, and (z) such matter shall be a permitted Disclosure Supplement and shall not be a basis for Purchaser or its Affiliate or assignee to assert that any closing condition set forth in Section 6.1 has not been satisfied. In the event the Purchaser terminates this Agreement in accordance with Section 8.1(d), all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Purchaser giving notice as required herein.

Section 5.9 Exclusive Dealing.

During the Interim Period, the Material Principals and the Sellers shall not, and shall cause the Purchased Companies not to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, or enter into any agreement with, any Person (other than Purchaser) relating to any transaction involving the sale of any equity interests of the Sellers, the Company or its Subsidiaries, or the sale of the Business or any of the Assets (other than as permitted in this Agreement) or any other business combination.

Section 5.10 Purchaser Financing.

(1) The Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to

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impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter.

(2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.

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Section 5.11 Company Financial Statements.

(1) The Sellers shall cause the Financial Statements for the fiscal year ending December 31, 2018 to be audited by BDO, Certified Public Accountants and for the report of such auditors thereon to be delivered to the Purchaser no later than ten calendar days prior to the Closing Date (and in no event later than May 15, 2019).

(2) During the Interim Period, the Sellers shall cause the Company to take such actions as may reasonably be required to ensure the unaudited consolidated interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, will be completed and delivered to the Purchaser prior to May 31, 2019.

Section 5.12 Company Leases.

During the Interim Period, Purchaser shall use commercially reasonable efforts, including, but not limited to, cooperating in obtaining any consent or amendment, that fully removes [Redacted—Personal Information—Company Leases] as a guarantor under the Leases and extinguishes any obligations or liabilities under the applicable guaranty agreement as of the Closing.

ARTICLE 6

CONDITIONS OF CLOSING

Section 6.1 Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Sellers contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing, except (x) for changes contemplated by this Agreement, and (y) to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

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(b) Performance of Covenants. The Sellers shall have fulfilled or complied with in all material respects all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Closing, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

(c) Consents and Authorizations. All filings, notices, Authorizations, consents, approvals and waivers listed in Section 5.6 of the Disclosure Letter will have been obtained on terms acceptable to the Purchaser acting reasonably. All such consents, approvals, waivers, filings, notifications and Authorizations will be in force and will not have been modified in any material adverse manner or rescinded.

(d) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

(e) UCC Amendments. The uniform commercial code registrations referred to in Section 3.1(o) of the Disclosure Letter as needing to be discharged and terminated or otherwise amended in Section 3.1(o) of the Disclosure Letter shall have been so discharged and terminated or otherwise amended.

(f) Financing. The Purchaser shall have received consent of its lenders and consummated the Purchaser Financing (or will consummate the Purchaser Financing concurrently with the Closing).

(g) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(h) Deliveries. The Sellers shall deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably:

(i) certificates representing the Purchased Interest duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record;

(ii) certified copies of (i) the Organizational Documents of each Purchased Company, (ii) all resolutions or actions of the shareholders, the board of directors, the members or the managers, as the case may be, of each Seller and the Company approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the directors, officers or other governing persons, as applicable, of each Seller and the Company authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to each Seller and each Purchased Company issued by appropriate government officials of their respective jurisdictions of formation and, in all cases, by the appropriate government officials of Florida;

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(iv) the certificates referred to in Section 6.1(a) and Section 6.1(a);

(v) a non-competition agreement in favor of the Purchaser, duly executed as of the date of this Agreement (but the effectiveness of which is contingent upon the Closing) by each person named in Schedule 6.1(h)(v) and such other Persons as the Purchaser may reasonably request, substantially in the form of the agreement attached to Schedule 6.1(h)(v);

(vi) an employment agreement duly executed by each of [Redacted - Personal Information—Deliveries], which among other things would terminate their respective existing employment agreements with the Company (including their respective rights to receive compensation for terminating their employment agreements because of a diminution of such employee or independent contractor’s authority, duties or reporting structure), together with non-competition agreements in favor of the Purchaser;

(vii) the services agreement between [Redacted—Personal Information - Deliveries] and Imaging Center of West Palm Beach LLC shall have been terminated at Closing and any employment agreement between any Purchased Company and [Redacted—Personal Information - Deliveries] shall have been terminated and [Redacted—Personal Information—Deliveries] shall have entered into a medical director services agreement with Imaging Center of West Palm Beach LLC for providing professional radiology services in form and substance satisfactory to the Parties, acting reasonably;

(viii) agreements terminating, without any further liability to any party, the management and other intercompany or shared services agreements referred to in Section 6.1(h)(viii) of the Disclosure Letter among the parties to such agreements effective as at the Closing;

(ix) a duly executed resignation effective as at the Closing of each Person listed in Schedule 6.1(h)(ix) from the offices set forth on such schedule;

(x) a lock-up agreement duly executed by each Person that will receive Consideration Shares under the terms of this Agreement, substantially in the form of the agreement in Schedule 6.1(h)(x);

(xi) the Escrow Agreement executed by the Sellers’ Representative;

(xii) the repayment and cancellation of all existing shareholder loans or Indebtedness between the Company and any Seller or Principal;

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(xiii) confirmations of discharge of Liens and/or payoff letters from all earnout recipients and holders of Indebtedness listed in Section 3.1(o) (Title to the Assets) of the Disclosure Letter;

(xiv) a duly executed funds flow direction which conforms with the principles set forth in Schedule 6.1(h)(xiv); and

(xv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(h)(xv) (the “Subscription Agreements”).

(i) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of the Purchased Companies, and no event shall have occurred or circumstance shall exist which will result in such a Material Adverse Change of the Purchased Companies.

(j) Financial Statements. The Purchaser shall have received the report of the auditor referred to in Section 5.11(1), such report shall not be qualified in any manner and there shall have been no material adverse deviation between the Financial Statements for the fiscal year ended December 31, 2018 as compared against the financial statements that are the subject of such report.

(k) Proceedings. The Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all necessary proceedings in connection therewith.

(l) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Purchaser) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Purchaser including requiring that any assets or shares be held separate or divested or requiring any form of behavioral or other remedy or otherwise limiting the right of the Purchaser to conduct its business or the Business after Closing on substantially the same basis as heretofore operated.

(m) Cyber Insurance. The Company shall have procured cyber (including HIPAA) liability insurance runoff coverage with a limit of liability of at least USD $1 million and at least 3 years’ prior acts coverage and shall have delivered a certificate of insurance evidencing such coverage to the Purchaser.

Section 6.2 Conditions for the Benefit of the Sellers.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Sellers and may be waived, in whole or in part, by the Sellers’ Representative, in its sole discretion:

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(a) Truth of Representations and Warranties. The representations and warranties of the Purchaser and the Parent contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement, and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser and the Parent shall each have executed and delivered a certificate to that effect.

(b) Performance of Covenants. Each of the Purchaser and the Parent shall have fulfilled or complied in all material respects with all covenants contained in this Agreement and in any Ancillary Agreement required to be fulfilled or complied with by it at or prior to Closing and the Purchaser, and the Parent shall each have executed and delivered a certificate to that effect.

(c) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(d) Deliveries. The Purchaser shall deliver or cause to be delivered to the Sellers’ Representative the following in form and substance satisfactory to the Sellers’ Representative, acting reasonably:

(i) the certificates referred to in Section 6.2(a) and Section 6.2(b);

(ii) certified copies of (i) the Organizational Documents of the Purchaser and the Parent, (ii) all resolutions of the shareholders and the board of directors of the Purchaser and the Parent approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of the Purchaser and the Parent authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and the Parent issued by the appropriate government official of the jurisdiction of its formation;

(iv) the Escrow Agreement, executed by the Purchaser;

(v) the Purchase Price payable in accordance with Section 2.3;

(vi) the Subscription Agreements, executed by the Parent; and

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(vii) evidence that the Purchaser has obtained the R&W Insurance Policy, effective as of the Closing Date, which does not give any Person any right to seek subrogation, indemnity or contribution from the Sellers in connection with any claim made thereunder (except with respect to Fraud as contemplated by Section 10.5) and is otherwise on terms and conditions satisfactory to the Sellers’ Representative, and that the Purchaser has paid 50% of the premium and underwriting fees, and all due diligence costs and all other costs and expenses, related thereto.

(e) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of Parent, and no event shall have occurred or circumstance exist which will result in such a Material Adverse Change of Parent, including with respect to Purchaser.

(f) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

(g) Proceedings. The Sellers’ Representative shall have received copies of all the instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all proceedings in connection therewith.

(h) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Sellers) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Sellers or the Purchased Companies, including requiring that any assets or shares be held separate or divested or requiring any form of behavioural or other remedy or otherwise limiting the right of the Sellers to conduct their respective businesses after Closing on substantially the same basis as heretofore operated.

ARTICLE 7

CLOSING

Section 7.1 Date, Time and Place of Closing.

The completion of the transaction of purchase and sale contemplated by this Agreement will be completed by the delivery of executed documents sent by electronic means simultaneously with the closing of the Concurrent Acquisitions at 12:01 a.m. (Eastern time) on the Closing Date.

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Section 7.2 Closing Procedures.

Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

Section 7.3 Risk of Loss.

If, prior to Closing, all or any material part of the Assets are destroyed or damaged by fire or any other casualty or are appropriated, expropriated or seized by any Governmental Entity:

(a) the Parties may agree to reduce the Purchase Price by an amount equal to the cost of repair, or, if destroyed or damaged beyond repair, by an amount equal to the replacement cost of the Assets so damaged or destroyed and to complete the purchase; provided all proceeds of insurance for such damage or destruction are paid to the Sellers immediately upon receipt; or

(b) the Purchaser shall have the option, exercisable by notice in writing given within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, to complete the transaction contemplated in this Agreement without reduction of the Purchase Price, in which event (i) all proceeds of any insurance (other than business interruption insurance as provided in (ii) below) or compensation for expropriation or seizure will be retained by one or more Purchased Companies, and (ii) all proceeds of any business interruption insurance which compensates for business lost during the Interim Period less the sum of all deductibles on all other insurance will be paid to the Sellers immediately upon receipt; or

(c) either the Sellers’ Representative or the Purchaser may choose to terminate this Agreement and not complete the transaction contemplated in this Agreement by giving notice in writing within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, in which case all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Sellers’ Representative or the Purchaser giving notice as required herein.

ARTICLE 8

TERMINATION

Section 8.1 Termination Rights.

This Agreement may, by notice in writing given prior to or on the Closing Date, be terminated:

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(a) by mutual consent of the Sellers’ Representative and the Purchaser;

(b) by the Purchaser if any of the conditions in Section 6.1 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Purchaser to perform any of its material obligations or covenants under this Agreement), the Purchaser has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Purchaser;

(c) by the Sellers’ Representative if any of the conditions in Section 6.2 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Sellers to perform any of their material obligations or covenants under this Agreement) and the Sellers’ Representative has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Sellers’ Representative;

(d) in the circumstances and upon the terms set out in Section 5.8 or Section 7.3;

(e) by either Party if the Closing has not occurred by the end of the day on the Outside Date, provided that a Party may not terminate this Agreement under this Section 8.1(e) if it has failed to perform any one or more of its material obligations or covenants under this Agreement required to be performed at or prior to Closing and the Closing has not occurred because of such failure;

(f) by either Party if after the date of this Agreement any Law is enacted or made (or any Law is amended) that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement, and such Law (if applicable) or enjoinment shall have become final and non-appealable; or

(g) by either Party if there has been a material breach of this Agreement by the other Party and such breach has not been waived by the non-breaching Party or cured within 10 calendar days following notice of such breach by the non-breaching Party.

Section 8.2 Effect of Termination.

(1) Nothing in this Article will be deemed to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement. If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

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(2) If this Agreement is terminated pursuant to Section 8.1, all obligations of the Parties under this Agreement will terminate, there shall be no liability or obligation hereunder on the part of any Party hereto, and this Agreement shall forthwith become void, except that:

(a) each Party’s obligations under Section 5.3, this Section 8.2, and Article 11 will survive; and

(b) no Party shall be relieved or released from any liabilities or Damages arising out of any willful and material breach of this Agreement by such Party.

ARTICLE 9

INDEMNIFICATION

Section 9.1 Survival.

Except as set forth in Section 9.5, the representations and warranties and covenants contained in this Agreement and of any certificate to be delivered pursuant to or in connection with this Agreement, except for Article 6, shall not merge on Closing and shall survive the Closing.

Section 9.2 [Reserved].

Section 9.3 Indemnification in Favor of the Purchaser and the Purchased Companies.

(1) Subject to the limitations set forth in Section 9.5, each of the Sellers and their respective Principals shall jointly and severally indemnify and save each of the Purchaser and each Purchased Company (from and after the Closing) and their respective shareholders, directors, officers, employees, agents and representatives (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Sellers with respect to the Purchased Companies in this Agreement or the certificates to be delivered pursuant to Section 6.1(a);

(b) any failure of the Sellers to perform or fulfill any of their covenants or obligations under this Agreement;

(c) [Reserved];

(d) [Reserved];

(e) the matters identified in Section 9.3(1)(e) of the Disclosure Letter; and

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(f) any Taxes required to be paid by the Purchased Companies (i) in respect of a Pre-Closing Tax Period to the extent such Taxes exceed the amount specified in the Closing Statement, (ii) in respect of the portion of a Straddle Period ending on the Closing Date, as determined under Section 10.3(3) to the extent such Taxes exceed the amount specified in the Closing Statement, or (iii) as a result of the transactions contemplated by the direction to be delivered under Section 6.1(h)(xiv).

(2) Subject to the limitations set forth in Section 9.5, each of the Sellers and their respective Principals shall severally (and not jointly and severally) indemnify and save the Purchaser Indemnified Parties harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to any breach or inaccuracy of any representation or warranty given by such Seller with respect to such Seller in this Agreement or the certificates to be delivered by such Seller pursuant to this Agreement and any failure of such Seller to perform or fulfill any of the covenants or obligations unique to such Seller under this Agreement or the Escrow Agreement.

(3) For purposes of this Article 9, the representations and warranties given by the Sellers will be deemed to have been made without the inclusion of limitations or qualifications as to materiality, such as the words “material”, “immaterial”, “in all material respects” or words of similar import, set forth in such representation and warranty.

(4) Notwithstanding any other provision of this Agreement to the contrary, the Sellers and their respective Principals shall not be liable under this Article 9 for any (i) Damages to the extent such Damages served to reduce the Purchase Price pursuant to the Purchase Price adjustment under Section 2.7 hereof, or (ii) Damages to the extent the Purchaser Indemnified Party shall have otherwise been compensated for such matter pursuant to any other provision of this Agreement, so as to avoid duplication or “double counting” of the same Damages. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 9.3(4) shall limit, alter or waive in any manner or respect any defenses available to any Person or any burdens of proof or legal standards required to be met by any Person under Laws.

Section 9.4 Indemnification in Favor of the Sellers.

(1) Subject to the limitations set forth in Section 9.5, the Purchaser and the Parent shall, jointly and severally, indemnify and save the Sellers and their shareholders, directors, members, managers, officers, employees, agents and representatives, including, without limitation, the Principals (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”), harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Purchaser or the Parent contained in this Agreement or the certificates to be delivered pursuant to Section 6.2(a) and Section 6.2(b); and

(b) any failure of the Purchaser or the Parent to perform or fulfill any of its covenants or obligations under this Agreement.

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(2) Purchaser and Parent shall, jointly and severally, indemnify and save [Redacted—Personal Information—Indemnification in Favor of the Sellers] and his successors and assigns harmless of and from, and shall pay for, any Damages suffered by or imposed upon him or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to (a) any failure of the Purchaser to perform or fulfill any of its covenants or obligations under Sections 5.12 and 10.7, and (b) with respect to any Lease from and after the Closing.

Section 9.5 Limitations on Indemnification.

(1) The Purchaser Indemnified Parties shall not be entitled to recover Damages from the Sellers pursuant to Section 9.3(1)(a) or Section 9.3(2) unless a written notice of claim is delivered by the Purchaser Indemnified Party or Parties to the Sellers’ Representative, solely in its capacity as the representative of the Sellers:

(a) at any time after Closing in respect of Section 3.1(a) (Formation and Qualification), Section 3.1(c) (Required Authorizations), Section 3.1(e) (Authorized and Issued Capital), Section 3.1(f) (No Other Agreements to Purchase), Section 3.1(ll) (No Brokers), Section 3.2(a) (Formation and Qualification), Section 3.2(b) (Authorization), Section 3.2(e) (Execution and Binding Obligation), Section 3.2(f) (No Other Agreements to Purchase), Section 3.2(g) (Title to Purchased Interest), and Section 3.2(i) (No Brokers) (collectively, the “Fundamental Representations of Sellers”);

(b) at any time on or before the date that is ninety (90) calendar days after the expiration of the applicable period (having regard to any consent, waiver, agreement or other document that extends the period) (the “Tax Assessment Period”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year in respect of Section 3.1(jj) (Taxes) and Section 3.2(h) (Residence). A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law;

(c) at any time on or before the date that is ninety (90) calendar days after the expiration of any applicable statute of limitation period in respect of breaches of the Sellers’ representations in Section 3.1(m) (Compliance with Health Care Laws), which the Sellers had knowledge of prior to Closing (“Healthcare Compliance Representations”); or

(d) at any time on or before the date that is twelve months after Closing, in respect of all other representations and warranties in respect of the Purchased Companies or the Sellers (including any Healthcare Compliance Representations in respect of which the Sellers did not have knowledge of any breach prior to Closing) (such date, the “General Survival Date”).

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(2) The Seller Indemnified Parties shall not be entitled to recover any Damages from the Purchaser or Parent pursuant to Section 9.4(1)(a) unless a written notice of claim is delivered to Purchaser or Parent by the Sellers’ Representative, in its capacity as the representative of (and on behalf of) the Sellers and the Seller Indemnified Parties:

(a) at any time after Closing in respect of Section 4.1(a) (Formation and Corporate Power), Section 4.1(b) (Corporate Authorization), Section 4.1(d) (Execution and Binding Obligation), Section 4.1(l) (No Brokers), Section 4.2(a) (Formation and Corporate Power) and Section 4.2(b) (Corporate Authorization; Valid Issuance of Consideration Shares); or

(b) at any time on or before the General Survival Date, in respect of all other representations and warranties of the Purchaser and the Parent.

(3) Subject to Section 9.5(4), none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages under Section 9.3(1)(a) until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount. Subject to Section 9.5(4), once the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount, subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all such Damages above such Threshold Amount up to the Retention Amount, which amounts shall be satisfied from the Indemnity Escrow Fund; provided that the Sellers and Principals shall be liable for all such Damages up to the Retention Amount (including such amounts below the Threshold Amount) in respect of any Damages relating to claims for indemnification by a Purchaser Indemnified Party for a breach of any Healthcare Compliance Representations. Subject to Section 9.5(4), any claims for indemnification by a Purchaser Indemnified Party above the Retention Amount will be made solely against the R&W Insurance Policy.

(4) Except as expressly stated herein, the monetary thresholds and limits set out in Section 9.5(3) will not apply to Damages with respect to any claims for indemnification by a Purchaser Indemnified Party:

(a) for a breach of the Fundamental Representations of Sellers or Section 3.1(jj) (Taxes); provided, however, for purposes of clarity and the avoidance of doubt, none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages due to Section 9.3(1)(a), which includes a breach of any Fundamental Representations of Sellers or Section 3.1(jj) (Taxes), until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount;

(b) pursuant to Section 9.3(1)(b) through Section 9.3(1)(f); or

(c) for Fraud.

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(5) In respect of those claims set out in Section 9.5(4), subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all Damages relating to such claims up to an aggregate maximum amount equal to the Closing Payment less the amount the Purchaser shall have recovered from the Indemnity Escrow Fund in accordance with the terms hereunder.

(6) Notwithstanding anything to the contrary in this Agreement, the maximum liability of each Seller or Principal to the Purchaser Indemnified Parties for the payment of Damages attributable to all claims asserted against such Seller or Principal pursuant to Section 9.3(1) and Section 9.3(2) shall, in the aggregate, not at any time exceed such Seller’s or Principal’s Pro Rata Share of the Purchase Price, as set forth on Schedule A, irrespective of such Seller’s or Principal’s right to pursue, or ultimate success in pursuing, a claim of contribution for all or any portion of such Damages from one or more other parties, including but not limited to one or more other Sellers or Principals.

(7) [Reserved.]

(8) For purposes of determining the amount of any indemnification obligation to any Purchaser Indemnified Party for any Damages, appropriate reductions shall be made to reflect (i) any amounts actually recovered by the Purchaser Indemnified Parties under insurance policies (including the R&W Insurance Policy) with respect to such Damages (net of any expenses related to the receipt of such payment, including prospective and retrospective premium adjustments, if any, occasioned by such Damages), and (ii) any Tax benefit realizable by such Purchaser Indemnified Party or its Affiliates as a result of the Damages giving rise to such indemnification obligation. In the event an insurance recovery relating to an indemnification payment is received after the Sellers or the Principals, on the one hand, or the Escrow Agent, on the other hand, has made an indemnification payment under this Agreement that did not take into account such insurance recovery, or a Purchaser Indemnified Party realizes Tax benefits in respect of any Damages after such Damages are indemnified by the Sellers and/or the Principals, the Purchaser Indemnified Party shall promptly pay over to the Sellers’ Representative, on the one hand, for further distribution to the Sellers and/or the Principals, or the Escrow Agent (to the extent the indemnification payment was made from the Indemnity Escrow Fund and the Indemnity Escrow Fund is still active), on the other hand, the portion of the applicable indemnity payment such Purchaser Indemnified Party would not have been entitled to had such recovery or realization occurred prior to the making of the applicable indemnity payment.

(9) Notwithstanding anything to the contrary in this Agreement, the Sellers and their respective Principals shall not have any liability under this Agreement with respect to (and Purchaser shall pay or cause to be paid) (a) any Taxes that were taken into account in the Closing Statement, (b) Taxes incurred by the Company, Purchaser or any of their respective Affiliates as a result of actions outside the Ordinary Course of business taken after the Closing on the Closing Date, (c) any Taxes as a result of Purchaser’s (or Purchaser’s Affiliate’s) breach of any of the covenants set forth in Section 10.3 or (d) Taxes of any Purchased Company incurred with respect to a taxable period beginning after the Closing Date.

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Section 9.6 Notification of and Procedure for Claims.

(1) If a Third Party Claim is instituted or asserted against an Indemnified Person, the Indemnified Person shall promptly notify the Indemnifying Party in writing of the Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail and the amount thereof (if known and quantifiable), and attach all documentation received in connection with the Third Party Claim.

(2) The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Person, unless the notification occurs after the expiration of the specified period set out in Section 9.5 or (and only to that extent that) the omission to notify materially prejudices the Indemnifying Party.

(3) Subject to the terms of this Section 9.6, upon receiving notice of a Third Party Claim, the Indemnifying Party may participate in the investigation and defense of the Third Party Claim and may also elect to assume the investigation and defense of the Third Party Claim.

(4) The Indemnifying Party may not assume the investigation and defense of a Third Party Claim if:

(a) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines in good faith that joint representation would be inappropriate due to a conflict of interest;

(b) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim;

(c) in the reasonable judgment of the Indemnified Person, the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.5;

(d) subject to Section 9.6(6), the Third Party Claim is in respect of Taxes unless the assessment or reassessment relates solely to a Pre-Closing Tax Period;

(e) in the reasonable judgment of the Indemnified Person, such claim involves material reputational risks to the Indemnified Person; or

(f) the Third Party Claim seeks only an injunction or equitable relief against the Indemnified Person other than monetary damages and the Indemnified Person determines in good faith that there is a reasonable probability that assumption of the defense of the Third Party Claim may materially and adversely affect the Indemnified Person or its Affiliates and the Indemnified Party has notified the Indemnifying Party that it will exercise its right to defend, compromise or settle the Third Party Claim.

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(5) In order to assume the investigation and defense of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 calendar days of Indemnifying Party’s receipt of notice of the Third Party Claim and shall comply with the procedures set out in Schedule 9.6(5).

(6) In addition to the foregoing, if the Third Party Claim is in respect of Taxes, the following additional rules shall also apply:

(a) if the Indemnifying Party is entitled to and elects to assume the investigation and defense of a Third Party Claim in respect of Taxes then the Indemnifying Party shall provide to the Indemnified Person in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnified Person and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnifying Party shall consult with the Indemnified Person with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof;

(b) to the extent payment has not already been made by the Indemnifying Party to the Indemnified Person, should the Indemnified Person be required by the relevant assessing authority to pay any amount in respect of such Third Party Claim, forthwith upon request therefor, the Indemnifying Party will pay to the Indemnified Person the amount that the Indemnified Person is required to pay to such Governmental Entity. Should the Indemnifying Party fail to pay such amount within 30 calendar days after receipt of written request from the Indemnified Person to do so, the right of the Indemnifying Party to control the contesting of such Third Party Claim will cease;

(c) Within 10 calendar days of a final determination of such Third Party Claim in respect of Taxes, the Indemnifying Party will pay to the Indemnified Person the full amount owing to the Indemnified Person, to the extent that such amounts have not been previously paid to the Indemnified Person; and

(d) If the Third Party Claim relates to Taxes in respect of any Pre-Closing Tax Period or Straddle Period and the investigation and defense of such Third Party Claim is assumed by the Indemnified Person, then Indemnified Person shall provide to the Indemnifying Party in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnifying Party and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnified Person shall consult with the Indemnifying Party with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof and the Indemnified Person shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

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Section 9.7 Adjustment to Purchase Price.

Any payment made by the Sellers or Principals as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser or the Parent as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.

Section 9.8 Recovery Against Sellers.

(1) Subject to the limitations set forth in Section 9.5, each indemnification obligation of any Seller and its Principals under Section 9.5(4) shall be satisfied (i) first from the Indemnity Escrow Fund, until the complete depletion of the Indemnity Escrow Fund, (ii) then from the R&W Insurance Policy until the limit of liability has been reached under the R&W Insurance Policy. Thereafter, provided that neither the Purchaser nor Parent shall under any circumstances be obligated to undergo any issuer bid that is not exempt from Part 2 of National Instrument 62-104 (such as the employee, executive officer, director and consultant exemption) or to undergo any other regulatory or statutory process that would materially implicate the rights of all holders of Parent Common Shares or requires any approval by holders of Parent Common Shares, all indemnification obligations of any particular Seller and its Principals shall be satisfied first by liquidation of such Seller’s Consideration Shares, if any, unless such Seller elects to satisfy some or all of such indemnification obligation with cash, and thereafter from cash payable by such Seller or the Principals of such Seller, as applicable. In the event Consideration Shares are to be liquidated pursuant to this Section 9.8, the Purchaser, at its option, may arrange for the purchase of the Consideration Shares by a third party purchaser (a “Third Party Sale”), provided that the purchase price for such Third Party Sale shall not be less than the greater of (i) cost and (ii) fair market value of such Consideration Shares, where fair market value shall be based on enterprise value without discounting for minority interests or lack of alienability on behalf of such Seller. If, in the Purchaser’s sole discretion, neither a Third Party Sale nor the repurchase of the Consideration Shares by the Purchaser is feasible for any reason, or, in either case, if the purchase price available for such Consideration Shares is below cost, the Purchaser would then be entitled to enforce its claim directly against such Seller and its Principals.

(2) On the date of the General Survival Date, an amount equal to the balance of the Indemnity Escrow Fund minus the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 on or prior to such date (to the extent such claims, if any, remain unresolved) (any such claim, a “Remaining Indemnity Claim”) shall be released to the Sellers’ Representative on such date for further distribution to the Sellers, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment. Following the final resolution of any Remaining Indemnity Claim, if the Indemnity Escrow Fund exceeds the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 with respect to Remaining Indemnity Claims that remain unresolved, the excess Indemnity Escrow Fund shall be released to the Sellers’ Representative on such date, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment.

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(3) In the event of any breach giving rise to an indemnification obligation under this Article 9 or otherwise in connection with the transactions contemplated hereby, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall use commercially reasonable efforts to mitigate the Damages arising from such breach.

Section 9.9 Exclusive Remedy.

Notwithstanding anything to the contrary contained in this Agreement, except for (a) Fraud (it being understood that nothing in this Agreement (including any survival periods, any limitations on remedies or recoveries, any disclaimers of reliance or any similar limitations or disclaimers) or elsewhere shall limit or restrict any Indemnified Person’s rights or ability to maintain any action against, or recover any amounts from, any Person in connection with any Fraud committed by such Person); (b) rights contained in, and disputes with respect to matters governed by Section 2.6 and Section 10.3 (which items shall be resolved solely in accordance with the dispute resolution procedures set forth therein); and (c) a Party’s right to seek specific performance or other equitable relief pursuant to Section 11.6, (i) the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 9; and (ii) each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against any Indemnifying Party arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 9.

ARTICLE 10

POST-CLOSING COVENANTS

Section 10.1 Access to Books and Records.

For a period of six (6) years from the Closing Date, the Purchaser shall retain all original Books and Records relating to any Purchased Company that are part of the Books and Records existing on the Closing Date. During such six (6) year period, the Sellers shall have the right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable written notice for any proper purpose and without undue interference to the business operations of the Purchased Companies. The Purchaser shall have the right to have its representatives present during any such inspection.

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Section 10.2 Confidentiality.

Each Seller and Principal hereby acknowledges that each is in possession of proprietary information in connection with the Business, the Assets and the Purchased Companies (“Confidential Information”). Each Seller and Principal shall and shall cause its Affiliates and representatives to keep confidential and shall not use for any improper purpose or disclose to any other Person any Confidential Information, unless such information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement. In the event any Seller or Principal is required by Law to disclose any Confidential Information, such Seller or Principal shall, to the extent not prohibited by applicable Law, provide the Purchaser with prompt notice of such requirements so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 10.2. Each Seller and Principal agrees that such obligation of confidentiality continues after the Closing Date and, subject to Section 10.1, upon request of the Purchaser, after the Closing, it shall return to Purchaser or cause to be destroyed all Confidential Information in its possession or control. To the extent that any Seller or Principal is an employee or consultant of the Company or any of its Subsidiaries after Closing, such Seller or Principal shall, during the term of its, his or her employment or engagement, be permitted to use Confidential Information only in the performance of duties in such employment or consulting capacity, except to the extent otherwise provided in any related employment, consulting or other agreement between such Seller or Principal, on the one hand, and the Company or its Affiliate, on the other hand.

Section 10.3 Tax Matters.

(1) The Sellers shall be responsible for the preparation and filing of all federal income Tax Returns of the Company for the Pre-Closing Tax Period and all Florida franchise Tax Returns and Florida ad valorem Tax Returns of the Company for the Straddle Period. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity. The Sellers shall provide drafts of all such Tax Returns to the Purchaser at least 30 calendar days before the applicable Tax Return becomes due, and the Purchaser shall have 15 calendar days following the receipt of any such Tax Return to provide the Sellers with written notice of any disputed items therein. Upon receipt of any such notice, the Sellers shall incorporate all revisions reasonably requested by the Purchaser, taking into account all economic implications for both the Sellers and the Purchaser. The parties agree that all Transaction Tax Deductions shall be taken on the income Tax Returns of the Purchased Companies for the Pre-Closing Tax Period unless otherwise required by applicable Law.

(2) Subject to Section 10.3(1), the Purchaser shall cause the Purchased Companies to prepare and file any other Tax Returns of the Purchased Companies for any Pre-Closing Tax Period or any Straddle Period, in both cases, which are required to be filed after the Closing Date. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity provided that no reserve may be claimed or expense accelerated if any amount could be included in the income of the Purchased Companies for any period ending after the Closing Date. The Purchaser shall provide drafts of all such Tax Returns to the Sellers at least thirty (30) calendar days before the applicable Tax Return becomes due, and the Sellers shall have fifteen (15) calendar days following the receipt of any such Tax Return to provide Purchaser with written notice of any disputed items therein. Upon receipt of any such notice, the Purchaser shall incorporate all revisions reasonably requested by the Sellers, taking into account all economic implications for both the Sellers and the Purchaser.

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(3) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be:

(a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and

(b) in the case of Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended on the Closing Date.

(4) The Seller and the Purchaser will co-operate fully and assist each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation and filing of all Tax Returns of the Purchased Companies and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to such Tax Returns.

(5) The Purchaser shall not (i) amend, or cause to be amended, any Tax Returns of the Purchased Companies (a) filed by the Sellers prior to the Closing Date, (b) filed by the Sellers pursuant to Section 10.3(1) or (c), filed by the Purchaser pursuant to Section 10.3(2); (ii) make or change or revoke any material Tax election, change any Tax classification, or adopt or change any Tax accounting method; (iii) enter into any closing agreement or other contractual obligation in respect of Taxes with any Governmental Entity; settle any material action, suit, proceeding, claim or demand with respect to Taxes, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (iv) make a voluntary approach or pursue any voluntary disclosure agreement with any Governmental Entity, in each instance with respect to a Pre-Closing Tax Period unless the Purchaser obtains the prior written consent of the Sellers’ Representative to such action, with such consent not to be unreasonably withheld or delayed by the Sellers’ Representative.

(6) Any credits, refunds and other recoveries of any Taxes of any Purchased Company with respect to any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), shall belong to the Sellers and be paid to them promptly upon any credit thereof to, or receipt or recovery thereof by, Purchaser, any Purchased Company or any of their Affiliates. If requested by the Sellers’ Representative, Purchaser shall, and shall cause each Purchased Company to, reasonably cooperate with the Sellers’ Representative in filing any Tax Return necessary to claim such Tax credits or refunds (including filing amended Tax Returns).

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(7) To the extent not completed prior to Closing, from and after Closing, the Sellers shall, and shall cause the Sellers’ auditors, BDO, Certified Public Accountants, to, provide such assistance as is reasonably necessary or desirable to the Purchaser for the preparation and review of the interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019 and the 6-month period ending June 30, 2019.

Section 10.4 Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party hereto, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Interest to the Purchaser and carry out the intent of this Agreement and any Ancillary Agreement.

Section 10.5 R&W Insurance Policy.

The Purchaser shall not consent to any amendment, waiver, cancellation or modification to the R&W Insurance Policy without the prior written consent of the Sellers’ Representative. The insurance provider under the R&W Insurance Policy shall have no subrogation right, entitlement of privilege, or any recourse whatsoever, against the Sellers pursuant to this Agreement, the R&W Insurance Policy or otherwise, except in the case of Fraud, in which case the insurance provider shall be entitled to subrogate or otherwise pursue, seek damages or recovery from or against the Sellers in accordance with the R&W Insurance Policy (but only to the extent the damages in respect of which the applicable payment under the R&W Insurance Policy was made to the Purchaser is caused by the Fraud of the Sellers). Notwithstanding anything to the contrary herein, neither any revocation, waiver, cancellation or modification of the R&W Insurance Policy after the Closing Date, nor any inability of, nor any denial by the provider of the R&W Insurance Policy, to pay any Damages contemplated by the R&W Insurance Policy, shall result in liability under Article 9 to the Sellers or Principals which is in excess of the liability of the Sellers or Principals contemplated under Article 9.

Section 10.6 D&O Liability and Indemnification.

(1) The Purchaser agrees that all rights to indemnification or exculpation (and advancement of expenses) now existing in favor of the directors, officers, employees and agents of each Purchased Company (each, a “D&O Indemnitee”), as provided in such Purchased Company’s Organizational Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Closing and shall continue in full force and effect and that the Purchased Companies will perform and discharge the Purchased Companies’ obligations to provide such indemnity and exculpation after the Closing. To the maximum extent permitted by Law, such indemnification shall be mandatory rather than permissive, and each Purchased Company shall advance expenses in connection with such indemnification as provided in such Purchased Company’s Organizational

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Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Purchased Companies’ Organizational Documents shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, employees or agents of any Purchased Company, unless such modification is required by Law.

(2) The Sellers shall purchase and maintain in effect beginning on the Closing and for a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage (including any policy providing coverage for combined fiduciary and employment practices liability) for the benefit of those D&O Indemnitees who are covered by any Purchased Company’s directors’ and officers’ liability insurance policies as of the date hereof or at the Closing with respect to matters occurring prior to the Closing. Such policy shall provide coverage that is at least equal to the coverage provided under the Purchased Companies’ current directors’ and officers’ liability insurance policies in effect as of the date hereof; provided that the Sellers may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date.

(3) The directors, officers, employees and agents of each Purchased Company entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 10.6 are intended to be third party beneficiaries of this Section 10.6. This Section 10.6 shall survive the Closing and shall be binding on all successors and assigns of the Purchaser and the Purchased Companies.

Section 10.7 Company Leases.

In the event [Redacted—Personal Information—Company Leases] remains a guarantor under any Lease from and after Closing, Purchaser shall use commercially reasonable efforts, including, but not limited to, obtaining any consent or amendment, to fully remove [Redacted—Personal Information—Company Leases] as a guarantor and extinguish any obligations or liabilities under the applicable guaranty agreement. In the event [Redacted—Personal Information—Company Leases] is not removed as a guarantor under a Lease, such Lease may not be amended, extended or renewed (unless such amendment, extension or renewal fully removes [Redacted—Personal Information—Company Leases] as a guarantor and extinguishes any obligations or liabilities under the applicable guaranty agreement) without [Redacted—Personal Information—Company Leases] prior written consent.

Section 10.8 Assignment of Consideration Shares

Notwithstanding anything to the contrary herein or in any other Ancillary Agreement, including, but not limited to, the Lock-Up Agreements entered into by the Sellers, from and after the Closing until the expiration of the Lock-Up Period (as defined in the Lock-Up Agreements), any one or more of the Sellers shall have the right, subject to all applicable Laws and Parent’s insider trading policy, to contribute and transfer any or all of the Consideration Shares received by such Seller to a holding entity owned and controlled by such Seller or Sellers, which such contribution and transfer shall be deemed a permitted transfer under the terms of the Lock-Up Agreements. Upon such contribution and transfer, the applicable Sellers shall provide notice to Parent and Parent shall update its books and records to reflect the holding entity as the beneficial and record holder of such shares.

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ARTICLE 11

MISCELLANEOUS

Section 11.1 Appointment of the Sellers’ Representative.

(1) Each Seller hereby irrevocably appoints the Sellers’ Representative, or any successor thereto, as its representative, agent, proxy and attorney in fact for such Seller and in such Seller’s name, place and stead for all purposes of this Agreement and any Ancillary Agreements.

(2) In order to administer efficiently the determination of certain matters under this Agreement and the Escrow Agreement, each Seller hereby agrees that the Purchaser, the Parent and the Escrow Agent will be entitled to:

(a) rely on the Sellers’ Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Sellers’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Sellers and to defend against indemnification claims of the Purchaser Indemnified Parties; and

(b) deal only with the Sellers’ Representative in respect of all matters arising under this Agreement or the Escrow Agreement, including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Sellers or any one of them and to defend against indemnification claims of the Sellers.

(3) All references in this Agreement to decisions and actions to be taken by Sellers or any one of them, as the case may be, shall be deemed taken by the Sellers or any one of them, as the case may be, if such decisions or actions are taken by the Sellers’ Representative, in its capacity as the Sellers’ Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser or the Parent and directed to the Sellers or any one of them, as the case may be, shall be deemed directed to the Sellers or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser or the Parent to the Sellers’ Representative.

(4) The Sellers’ Representative, in its capacity as the Sellers’ Representative, shall enter into the Escrow Agreement (instead of all of the Sellers) with regard to the Escrow Fund. Any and all amounts payable to the Sellers under this Agreement from the Escrow Fund shall be paid by the Escrow Agent to the Sellers’ Representative, as the representative of the Sellers, and the Sellers’ Representative shall promptly distribute to each Seller its Pro Rata Share of the net proceeds therefrom (less any reimbursement of expense provided for under this Section 11.1), in immediately available funds to an account designated by such Seller.

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(5) In no event shall the Purchaser, the Parent or the Escrow Agent be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by the Purchaser or the Escrow Agent, and the Purchaser, the Parent and the Escrow Agent shall be entitled to rely upon any notice provided thereto by the Sellers’ Representative or action taken by the Sellers’ Representative acting within the scope of its authority.

(6) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defense shall be ineffective by reason only of it having been made or given to or by a Seller directly if each of the Purchaser, the Parent or the Escrow Agent and the other Sellers consent by virtue of not objecting to such dealings without the intermediary of the Sellers’ Representative.

(7) Each Seller and the Purchaser and the Parent hereby waive all potential conflicts of interest arising out of the Sellers’ Representative’s activities or authority, as the Sellers’ representative, and its relationships with the Purchased Companies or any of their Affiliates.

(8) Subject to the provisions hereof, the Sellers’ Representative hereby accepts the foregoing appointment and agrees to serve as the Sellers’ Representative subject to, and each Seller and the Purchaser and the Parent expressly acknowledges and agrees to, the limitation of the liability of the Sellers’ Representative as set forth below:

(a) The Sellers’ Representative shall be obligated to perform only the duties specifically set forth in this Agreement and shall have no implied duties or obligations.

(b) THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, SHALL HAVE NO LIABILITY TO THE SELLERS, THE PURCHASER OR THE PARENT FOR ANY ACT OR OMISSION IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE SELLERS’ REPRESENTATIVE.

(c) IN NO EVENT SHALL THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, BE LIABLE TO ANY SELLER, THE PURCHASER OR THE PARENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE AND OTHER RELATED DAMAGES.

(d) The Sellers’ Representative may rely and shall be protected in relying upon any document or instrument believed by the Sellers’ Representative to be genuine (or to be a genuine copy, facsimile, email/PDF of such document or instrument) and to have been signed by any Person, and shall not be liable for any action taken or omitted in accordance with the provisions of such instrument.

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(e) The Sellers’ Representative may, from time to time (at the expense of the Sellers), consult with legal counsel (including, without limitation, counsel that has previously represented the Sellers’ Representative or the Company in connection with the transactions contemplated by this Agreement) with respect to any matter arising in connection with the rights or duties of the Sellers’ Representative under this Agreement or any other document relating to the transactions contemplated by this Agreement, or in connection with the foregoing appointment, and shall not be liable to the Sellers for, and shall be fully protected with respect to, any action taken or omitted in reliance upon the advice of such counsel.

(f) If any conflicting or inconsistent claims or demands are made in connection with this Agreement, or if the Sellers’ Representative is in doubt as to what action it should take under this Agreement, the Sellers’ Representative may, at its option, refuse to comply with any claims or demands, or refuse to take any other action under this Agreement so long as such disagreement continues or reasonable doubt exists. The Sellers’ Representative shall not be liable in any way or to any Seller for its failure or refusal to act in accordance with the foregoing sentence. The Sellers’ Representative shall be entitled to continue to refrain from acting until (A) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (B) the Sellers’ Representative has been notified in a writing signed by all interested parties that all differences have been settled by agreement among all of the interested parties. In addition, if the Sellers’ Representative has any doubt as to the course of action it should take under this Agreement, the Sellers’ Representative is authorized to petition any court of the State of Florida for instructions or to interplead funds or assets held by the Sellers’ Representative into such court. Each Seller agrees to indemnify and hold the Sellers’ Representative harmless from any liability or losses occasioned by such action and to pay any and all of its fees, costs, expenses and attorneys’ fees incurred in any such action and agree that, on such petition or interpleader action, the Sellers’ Representative will be relieved of all liability. In no event will the Sellers’ Representative be required to take any actions described in this Section 11.1(8)(f).

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Section 11.2 Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, electronic mail or facsimile and addressed:

(a) to the Purchaser, the Parent or the Purchased Companies following Closing at:

c/o Akumin Inc.

[Redacted - Personal Information - Notices]

Attention:           [Redacted - Personal Information - Notices]

Telephone:        [Redacted - Personal Information - Notices]

Facsimile:        [Redacted - Personal Information - Notices]

Email:             [Redacted - Personal Information - Notices]

(b) to the Sellers, the Principals, the Sellers’ Representative or the Purchased Companies prior to Closing at:

[Redacted - Personal Information - Notices]

[Redacted - Personal Information - Notices]

Telephone:        [Redacted - Personal Information - Notices]

Email:              [Redacted - Personal Information - Notices]

with a copy that shall not constitute notice to:

Jones Foster P.A.

[Redacted - Personal Information - Notices]

Attention:           [Redacted - Personal Information - Notices]

Telephone:        [Redacted - Personal Information - Notices]

Facsimile:        [Redacted - Personal Information - Notices]

Email:             [Redacted - Personal Information - Notices]

(c) A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender), or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party.

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Section 11.3 Time of the Essence.

Time is of the essence in this Agreement.

Section 11.4 Announcements.

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made prior to Closing except with the prior written consent and joint approval of both the Sellers’ Representative and the Purchaser, or if required by Law or a Governmental Entity. Where such disclosure is required by Law or a Governmental Entity, the Party required to make such disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to its form, nature and extent of the disclosure. After the Closing, any disclosure by the Sellers or the Sellers’ Representative may be made only with the prior written consent and approval of the Purchaser unless such disclosure is required by Law or a Governmental Entity, in which case the Sellers shall use its commercially reasonable efforts to obtain the approval of the Purchaser as to the form, nature and extent of the disclosure.

Section 11.5 Third Party Beneficiaries.

(1) Except as otherwise provided in this Agreement, including Section 9.3, Section 9.4 and Section 10.6, (i) the Parties intend that this Agreement will not benefit or create any right or cause of action in favor of any Person, other than the Parties, and (ii) no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) The Parties acknowledge to each of the Indemnified Persons and the D&O Indemnities (the “Third Party Beneficiaries”) their direct rights against the applicable Party under Article 9, Section 10.6 and this Section 11.5, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives, and for such purpose, the Parties hereto agree and acknowledge that they are acting as agent of their respective Third Party Beneficiaries and agree to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

(3) Notwithstanding the forgoing, the Parties acknowledge to each of the Purchaser Financing Sources (the “Purchaser Financing Source Third Party Beneficiaries”) their direct rights against the applicable Party under this Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, which are intended for the benefit of, and shall be enforceable by, each Purchaser Financing Source Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives.

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Section 11.6 Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any court of the United States or Canada or any state or province thereof having jurisdiction over the Parties and the matter, in each case without the requirement of posting a bond or proving actual damages, in addition to any other remedy to which they are entitled at law or in equity.

Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 11.6, neither any Seller, nor any Principal, nor the Company nor other Purchased Company (nor any of their Affiliates nor any of their or their Affiliates’ respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys or representatives) shall be entitled to specifically enforce any rights of the Purchaser or any Affiliate thereof to cause the Purchaser Financing to be funded.

Section 11.7 Expenses.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them.

Section 11.8 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Sellers’ Representative, the Purchaser and the Parent. Notwithstanding anything to the contrary contained herein, Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18 (and any related definitions used in those sections) may not be amended, supplemented, waived or otherwise modified in a manner that is adverse in any respect to any Purchaser Financing Source without the prior written consent of such Purchaser Financing Source.

Section 11.9 Waiver.

No waiver of any of the provisions of this Agreement or any Ancillary Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of such right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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Section 11.10 Entire Agreement.

This Agreement, including the Schedules hereto and the Disclosure Letter, together with the Ancillary Agreements and the other instruments referred to herein, (i) constitutes the entire agreement between the Parties; (ii) supersedes all prior agreements or discussions of the Parties; and (iii) sets forth the complete and exclusive agreement between the Parties, in all cases, with respect to the subject matter herein.

Section 11.11 Successors and Assigns.

(1) Upon execution of the Agreement by the Parties, it will be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns.

(2) Except as provided in this Section 11.11, neither this Agreement nor any of the rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(3) Upon giving notice to the Sellers’ Representative, the Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to:

(a) any of its Affiliates, provided that such Affiliate and the Purchaser shall be jointly and severally liable with respect to all of the obligations of the Purchaser, including the representations, warranties, covenants, indemnities and agreements of the Purchaser; or

(b) to any Person that acquires all or substantially all of the assets of the Purchaser.

(4) The Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to its lenders or any agent for its lenders as collateral security for its obligations under the Purchaser Financing, without any requirement of notice or consent of the Sellers’ Representative or any other Seller, but shall remain liable for all of its obligations hereunder.

Section 11.12 Jury Waiver.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Section 11.13 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

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Section 11.14 Governing Law.

(1) This Agreement is governed by and will be interpreted and construed in accordance with the laws of the State of Florida.

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’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 11.15 Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

Section 11.16 Disclosure Letter.

The representations and warranties contained in Article 3 are qualified by reference to the Disclosure Letter attached to this Agreement. The Parties agree that the Disclosure Letter constitutes (a) exceptions to particular representations, warranties, covenants and obligations of the Sellers as set forth in this Agreement or (b) descriptions or lists of assets and liabilities and other items referred to in this Agreement. Inclusion of information in the Disclosure Letter shall not be construed as an admission that such information is material to the Sellers, the Purchased Companies, the Business or the Assets of the Purchased Companies.

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The Purchaser acknowledges that headings have been inserted on the individual schedules included in the Disclosure Letter for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Disclosure Letter. Information contained in the Disclosure Letter under any particular schedule or section is deemed disclosed with respect to all other representations and warranties of the Sellers to the extent where the relevance of an exception to such other representation and warranty is reasonably apparent based upon a plain reading of such exception, regardless of whether a cross-reference to the applicable schedule and/or section is actually made.

Section 11.17 Attorney-Client Privilege; Conflict Waiver.

To the extent not prohibited by applicable Law, the Parties agree that any attorney-client, work product or similar privilege applicable to any documents or communications of the Sellers, the Purchased Companies or any of their respective Representatives existing at or prior to the Closing (to the extent relating to the sale of the Purchased Companies or the transactions contemplated by this Agreement) (collectively, the “Privileged Communications”) shall, notwithstanding the transfer of the Purchased Interest pursuant to this Agreement, belong to and be retained by the Sellers or their respective Representatives, as applicable, and may be asserted or waived solely by the Sellers or their respective Representatives, as applicable, from and after the Closing and shall not be transferred, conveyed or otherwise become the property of the Purchaser or any Purchased Company or be asserted or waived by Purchaser or any Purchased Company from and after the Closing; provided that, to the extent allowed by applicable Law, the Purchased Companies may assert such privileges to the extent relating to a dispute that does not involve the Sellers or any of their respective Representatives. The Parties agree that the Sellers shall be entitled to take all steps reasonably necessary to segregate the Privileged Communications from the documents and communications delivered to the Purchaser (or retained by the Purchased Companies) in connection with the transactions contemplated by this Agreement and the Purchaser shall provide such assistance to the Sellers in furtherance of such steps as the Sellers may reasonably request. The Purchaser, the Parent and the Purchased Companies acknowledge and agree that Jones Foster P.A. and/or one or more of its Affiliated or related entities (“JF”) has represented the Sellers and Principals and/or their respective Representatives and associates prior to the Closing and that JF may represent such persons and its Representatives after the Closing. To the extent not prohibited by applicable Law, the Purchaser and the Parent each hereby waives and agrees not to assert, and agrees to cause the Purchased Companies to waive and not to assert, any conflict that may arise in connection with the representation of such Seller or any of its Representatives by JF after the Closing as such representation may relate to the Purchased Companies and their respective Representatives or the transactions contemplated by this Agreement (including, without limitation, in connection with a dispute with the Purchaser, the Parent or a Purchased Company following the Closing).

Section 11.18 No Recourse to Purchaser Financing Sources.

In furtherance of the foregoing and without limiting the generality of Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, the parties hereto agree that, notwithstanding anything in this Agreement to the contrary, each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each

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other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, shall not have, and hereby waives, any rights or claims against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). In furtherance of and not in limitation of the foregoing waiver, it is agreed that no Purchaser Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to any Seller or any Principal (or, in each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns) in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). Without limiting the foregoing, no Purchaser Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to any Seller or any Principal (or, in each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns).

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

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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PURCHASER:	AKUMIN CORP.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer
PARENT:	AKUMIN INC.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

SELLERS:

[Redacted – Personal Information – Sellers]

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PRINCIPALS:

[Redacted – Personal Information –Principals]

[Signature Page to Share Purchase Agreement]

Schedule A

[Redacted – Personal Information – Schedule A]

Schedule A

Schedule 2.6(1)

[Redacted – Commercially Sensitive Information – Schedule 2.6(1)]

Schedule 2.6(1)

Schedule 6.1(h)(v)

List and Form of Seller Non-Competition Agreement

(see attached)

Schedule 6.1(h)(v)

Schedule 6(h)(v): List and Form of Seller Non-Competition Agreement

• [Redacted - Personal Information - Schedule 6.1(h)(v)]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated [•], 2019, is entered into by and among [•] (the “Restricted Party”), Akumin Corp. (the “Purchaser”) and TIC Acquisition Holdings, LLC (the “Company”).

RECITALS:

(a) Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated April 15, 2019, the Purchaser has agreed to purchase all of the equity interests in the Company (the “Transaction”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

(b) It is a condition of the closing of the Transaction that the Restricted Party execute and deliver this Agreement.

In consideration of the above and for other good and valuable consideration, the parties hereby agree as follows:

Section 1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Business” means the business carried on by the Company as of the date of the Agreement, namely the provision of outpatient diagnostic services in Florida and, without limiting the generality of the foregoing, also includes the provision of support, management or administrative services, personnel, equipment or space, directly or indirectly, to any providers or operators of outpatient diagnostic centers.

“Closing Date” has the meaning specified in the Purchase Agreement.

“Customers” means all Persons who are at the Closing Date or were at any time within the twelve (12) months prior to the Closing Date referral sources and customers of the Business.

“Indemnified Party” has the meaning specified in Section 9.

“Interest” has the meaning specified in Section 8.

“Notice” has the meaning specified in Section 14.

“Parties” means the Restricted Party, the Purchaser and the Company, and “Party” means any one of them.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“Prospective Customers” means all Customers solicited at any time during the twelve (12) month period prior to the Closing Date in connection with the Business, as evidenced by written record.

“Targets” means the Company and each of its subsidiaries as of the Closing Date, and any outpatient diagnostic center owned by any of them as of the Closing Date.

“Term” has the meaning specified in Section 3.

“Territory” means the area within a 20-mile radius of any of the facilities specified in Schedule A.

Section 2 Interpretation.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and the insertion of headings are for convenient reference only and do not affect its interpretation and the expression “Section” and other subdivision followed by a number mean and refer to the specified Section or other subdivision of this Agreement. In this Agreement the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”.

Section 3 Term of Agreement.

The term of this Agreement starts on the Closing Date and ends on the fifth (5th) anniversary of this Agreement (the “Term”).¹ Upon expiration or termination of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided that the expiration or termination of this Agreement shall not relieve any Party from any liability for breach of this Agreement that occurred prior to the expiration or termination of this Agreement. Section 9 of this Agreement survives the expiration or other termination of this Agreement.

Section 4 Non-Competition.

Subject to Section 8 hereof, during the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business in all or any part of the Territory which is in competition with the Business.

¹  [Redacted - Personal Information - Term of Agreement]

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Section 5 Non-Solicitation of Customers.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by or through any Person or otherwise, in connection with the provision of diagnostic imaging services within the Territory:

(a) solicit the business of, or procure or assist the canvassing or soliciting of the business of, any Customer or Prospective Customer;

(b) accept, or procure or assist the acceptance of, any business from any Customer or Prospective Customer; or

(c) supply, or procure or assist the supply of, any goods or services to any Customer or Prospective Customer.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 5 shall not in any way limit the ability of a physician or other medical professional to exercise his or her professional judgment in the treatment of any patient of such physician or professional, including as to where or to whom to refer such patient for diagnostic services. Further, this Section 5 shall not prevent any Seller or Principal from undertaking general solicitations of customers not specifically targeted at Customers or Prospective Customers, whether within or outside of the Territory.

Section 6 Non-Solicitation of Employees.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, in connection with the provision of diagnostic imaging services:

(a) employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of any Target any individual who is employed or engaged by such Target as of the Closing Date, whether or not such individual would commit any breach of his contract or terms of employment by leaving the employ of such Target;

(b) employ, offer employment to or solicit the employment or engagement of any individual who was employed or engaged at any Target as of the Closing Date and who has resigned from such Target within three months prior to such employment, offer of employment, solicitation or engagement; or

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(c) procure or assist any Person to employ, offer employment or solicit the employment or engagement of or otherwise entice away from the employment of any Target any such individual employed or engaged at such Target as of the Closing Date.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 6 shall not in any way apply to (i) an individual whose employment or engagement with any Target has been terminated for any reason or no reason prior to the employment, offer of employment, solicitation or engagement by the Restricted Party, or (ii) general solicitations of employment not specifically directed at employees of the Targets through newspapers, or other media of general circulation (including through the use of employment agencies or search firms).

Section 7 Non-Interference.

The Restricted Party shall not on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, adversely interfere or attempt to adversely interfere with the Business or persuade or attempt to persuade any Customer, Prospective Customer, employee or supplier of any Target to discontinue or alter such Person’s relationship with such Target.

Section 8 Portfolio Exception.

Notwithstanding anything to the contrary in this Agreement, the Restricted Party shall not be in default under this Agreement by virtue of holding not more than five percent (5%) of the issued and outstanding securities of a Person (the “Interest”), the securities of which are listed on a recognized stock exchange and with which Person the Restricted Party has no connection whatsoever other than the Interest, provided that the Restricted Party holds such Interest as a passive investor.

Section 9 Indemnification.

The Restricted Party shall indemnify and save the Company, the Purchaser and each of their respective shareholders, members, directors, managers, officers, employees, agents and representatives (each, an “Indemnified Party”) harmless of and from and will pay for any claim, demand, action, cause of action, judgment, loss, liability, damage or expense suffered by, imposed upon or asserted against the Indemnified Party as a result of, in connection with or arising out of any violation, contravention or breach of this Agreement by the Restricted Party.

- 4 -

Section 10 Reasonableness.

The Restricted Party expressly acknowledges that the agreements and covenants provided by Restricted Party in this Agreement are essential to protect the value of the Business and such covenants and agreements contained herein are a material and substantial part of the Transaction contemplated by the Purchase Agreement (supported by adequate consideration) and are a material inducement to the Purchaser’s agreement to consummate the Transaction. The Restricted Party further acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defense any issue of reasonableness (including the reasonableness of the Territory or the duration and scope of this Agreement) in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of the Targets by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law. The Restricted Party agrees not to challenge or raise any equitable defenses to the enforceability of the restrictive covenants contained in this Agreement.

Section 11 ²[Enforcement of Covenants.

The Restricted Party shall, at its own expense, take all lawful and reasonably necessary actions, including the institution of legal proceedings, to prevent or stop any violation, contravention or breach of this Agreement by any of its representatives or agents. In the absence of such action by the Restricted Party, the Purchaser may take such reasonably necessary action in its own name and the Restricted Party shall be subject to the indemnification provisions set forth in Section 9.]

Section 12 Notification.

The Restricted Party shall promptly notify the Purchaser of any violation, contravention or breach of this Agreement as soon as it becomes aware of any such event.

Section 13 Equitable Remedies.

In the event of a violation, contravention, breach or threatened breach of this Agreement by the Restricted Party, the Restricted Party acknowledges and agrees that the applicable Target’s remedy at law for any breach of the covenants contained herein would be inadequate and such Target is entitled to both temporary and permanent injunctive relief, without the necessity of posting a bond. The right of the Target to injunctive relief is in addition to any and all other remedies available to it and will not prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it including the recovery of monetary damages.

Section 14 Notices.

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed:

(i) to a Target at:

c/o Akumin Inc.

[Redacted - Personal Information - Notices]

²  NTD: To be included if the Restricted Party is not an individual.

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Attention:     [Redacted - Personal Information - Notices]

Telephone:   [Redacted - Personal Information - Notices]

Email:          [Redacted - Personal Information - Notices]

(ii) to the Restricted Party at the address listed on the Signature Page.

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile, or (iii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender). A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 15 Miscellaneous.

(1) Time. Time is of the essence in this Agreement.

(2) Third Parties. Except as provided in Section 9, each Party to this Agreement intends that this Agreement will not benefit or create any right or cause of action in favor of, or on behalf of, any Person, other than the Parties to it, and no Person, other than the Parties to this Agreement, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(3) Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

(4) Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

(5) Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties set forth herein will not merge upon and will survive the closing of the transactions contemplated under the Purchase Agreement and, notwithstanding such closing, continue in full force and effect. Such closing will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

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(6) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the non-competition covenants of the Restricted Party in connection with the transactions contemplated by the Purchase Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in such connection. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject-matter of this Agreement except as specifically set out in this Agreement.

(7) Successors and Assigns. This Agreement becomes effective when executed by all of the Parties. After that time, it will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(8) Severance/Reformation. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. If after applying the provisions of the preceding sentence, any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

(9) Governing Law. This Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Florida.

(10) Independent Legal Advice. The Parties each acknowledge that, prior to executing this Agreement, they have been given the opportunity to obtain independent legal advice concerning this Agreement and that they fully understand the nature, content and consequences of this Agreement. This Agreement has been negotiated in good faith between the Parties.

(11) Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Remainder of page intentionally left blank. Signature page(s) follow.]

- 7 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

RESTRICTED PARTY:

By:

Name:

Title:

Address:

Telephone:

Fax:

Email:

Attention:

PURCHASER:

AKUMIN CORP.

By:

Name:

Title:

COMPANY:

TIC ACQUISITION HOLDINGS, LLC

By:

Name:

Title:

[Signature Page - Non-Competition and Non-Solicitation Agreement]

Schedule A

• [Redacted - Commercially Sensitive Information - Schedule A]

Schedule 6.1(h)(ix)

[Redacted – Commercially Sensitive Information – Schedule 6.1(h)(ix)]

Schedule 6.1(h)(ix)

Schedule 6.1(h)(x)

Form of Lock-Up Agreement

(see attached)

Schedule 6.1(h)(x)

LOCK-UP AGREEMENT

RECITALS:

(a) [Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated as of April 15, 2019, Akumin Corp. (the “Purchaser”) has agreed to purchase all of the equity interests in TIC Acquisition Holdings, LLC (the “Transaction”).

(b) As partial consideration for the acquisition contemplated by the Purchase Agreement, the undersigned shall receive common shares in the capital of the Purchaser’s ultimate parent entity, Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Transaction, the “Locked-Up Shares”).

(c) It is a condition of the closing of the Transaction that the undersigned execute and deliver this Lock-Up Agreement.]¹

OR

(a) [Pursuant to the terms of that certain Subscription Agreement (the “Subscription Agreement”) dated as of •, 2019, the undersigned has subscribed for common shares in the capital of Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Subscription Agreement, the “Locked-Up Shares”), and Parent has agreed to issue the Locked-Up Shares to the undersigned in accordance with the terms thereunder.

(b) In connection with the issuance of the Locked-Up Shares, the undersigned is hereby executing and delivering this Lock-Up Agreement to Parent.]²

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees not to directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, reduce its financial exposure to, or deal with the Locked-Up Shares, and further will not publicly announce any intention to undertake any of the foregoing (collectively, the “Lock-Up Restrictions”), except with the consent of the Parent (to be determined in its sole discretion), for a period commencing on the date of this Lock-Up Agreement and continuing through the close of trading on the date that is six months following closing of the Transaction (such period, the “Lock-Up Period”). The undersigned further agrees to provide at least 10 days prior written notice to Parent of any proposed activity that would have been subject to the Lock-Up Restrictions (each a “Notice”) for the period commencing on the expiry of the Lock-Up Period and continuing through the close of trading on the date that is 12 months following closing of the Transaction (such period, the “Notice Period”).

1.                                                      

¹  NTD: Recitals if undersigned is a party to the purchase agreement.

²  NTD: Recitals if undersigned is not a party to the purchase agreement.

The Lock-Up Restrictions shall not apply to (and no Notice shall be required in respect of): (A) transfers to affiliates of the undersigned, including (if the undersigned is a natural person) any family members, or to any company, trust or other entity owned by or maintained for the benefit of the undersigned, including any company formed to hold the Locked-Up Shares of the undersigned and any other persons; (B) transfers occurring by operation of law or in connection with transactions as a result of the death of the undersigned, provided that in each of (A) and (B) above, that any such transferee shall first execute a lock-up agreement with the Parent in substantially the same form as this Lock-Up Agreement with respect to the Locked-Up Shares for the remainder of the Lock-Up Period and Notice Period then outstanding; or (C) transfers made pursuant to a bona fide take-over bid or transfers made or Locked-Up Shares cancelled as part of a similar acquisition or merger transaction (including by scheme of arrangement or similar such transaction) provided that in the event that such transaction is not completed, any Locked-Up Shares shall remain subject to the restrictions contained herein.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned acknowledges that, prior to executing this Lock-Up Agreement, the undersigned has been given the opportunity to obtain independent legal advice concerning this Lock-Up Agreement and that the undersigned fully understands the nature, content and consequences of this Lock-Up Agreement.

Any notice, direction or other communication given pursuant to this Lock-Up Agreement (including any Notice) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed to the Parent at:

c/o Akumin Inc.

[Redacted - Personal Information - Notices]

Attention:	[Redacted - Personal Information - Notices]
Telephone:	[Redacted - Personal Information - Notices]
Email:	[Redacted - Personal Information - Notices]

Any such notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a business say and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day, or (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile.

This Lock-Up Agreement is irrevocable and will be binding on the undersigned and its respective successors, heirs, personal representatives, and assigns. This Lock-Up Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Florida. This Lock-Up Agreement will automatically become null and void upon expiry of the Notice Period.

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DATED as of the date first written above.
Name of Shareholder
Number Locked-Up Shares subject to this Lock-Up Agreement:
Signature of Shareholder	Signature of Witness

Signature Page to Lock-Up Agreement

ACKNOWLEDGED AND AGREED:

AKUMIN INC.

By:

Name:

Title:

Date:

Signature Page to Lock-Up Agreement

Schedule 6.1(h)(xiv)

[Redacted – Commercially Sensitive Information – Schedule 6.1(h)(xiv)]

Schedule 6.1(h)(xiv)

Schedule 6.1(h)(xv)

Form of Subscription Agreement

(see attached)

Schedule 6.1(h)(xv)

For United States Investors Only

AKUMIN INC.

SUBSCRIPTION FOR COMMON SHARES

The Purchased Shares (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and are being offered and sold within the United States pursuant to exemptions from registration under the U.S. Securities Act and in compliance with applicable state securities laws. The Purchased Shares are “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and may only be resold or transferred in a transaction that is in accordance with the restrictions referred to herein. The Purchased Shares have not been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority. Any representation to the contrary is a criminal offense in the United States.

TO:             AKUMIN INC. (the “Corporation”)

The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase such number of common shares of the Corporation (the “Purchased Shares”) set forth below for the aggregate subscription amount set forth below (the “Aggregate Subscription Amount”), upon and subject to the “Acknowledgements, Representations, Warranties and Covenants of the Subscriber” attached hereto (together with the attached Schedule “A”, the “Subscription Agreement”) and in reliance on the representations and covenants of the Corporation set forth in that certain Share Purchase Agreement dated the date hereof by and among the Corporation, Akumin Corp., the Subscriber and those other “Sellers” and “Principals” identified therein (the “Share Purchase Agreement”), or, if the Subscriber is not a party to the Share Purchase Agreement, as set forth in the “Acknowledgements, Representations, Warranties and Covenants of the Corporation” attached hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Share Purchase Agreement.

DATED as of this                  day of                  , 2019.

Number of Purchased Shares to be purchased:
Aggregate Subscription Amount:	US$

Name (full legal name of Subscriber) and Address of Subscriber:

	By:
		(signature)
		(please print name)
		(official capacity)
(telephone number)
(email address)

1

For United States Investors Only

ACKNOWLEDGED AND ACCEPTED:

AKUMIN INC.

By:

Name:

Title:

Date:

2

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber acknowledges, represents, warrants and covenants to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:

(a) it is not aware of any advertisement with respect to the distribution of the Purchased Shares by the Corporation;

(b) it is purchasing the Purchased Shares for its own account and for investment purposes and not with a view towards resale or distribution;

(c) the offer and sale of the Purchased Shares was made in the State of                         ;

(d) it has not received or been provided with a prospectus or offering memorandum in making an investment decision in respect of the Purchased Shares, and the Subscriber’s decision to subscribe for the Purchased Shares was not based upon, and the Subscriber has not relied upon, any representations as to fact made by or on behalf of the Corporation other than as contained in the Share Purchase Agreement;

(e) it is a resident in the State of                         , being the jurisdiction set out as the “Name and Address of Subscriber” on the face page hereof, and it is subscribing for the Purchased Shares on the basis that it is qualified to purchase the Purchased Shares as indicated on Schedule “A” to this Subscription Agreement and the Subscriber makes the representations, warranties and covenants set out in such Schedule “A”;

(f) it is aware that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the Purchased Shares may not be offered or sold, directly or indirectly, in the United States or for the account or benefit of a U.S. Person (as defined in the U.S. Securities Act) without registration under the U.S. Securities Act or compliance with the requirements of an exemption from registration;

(g) it acknowledges that the Corporation is relying on Section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside Canada in respect of its exemption from the prospectus requirements under Ontario securities laws and that the Corporation will file a Form 72-503F – Report of Distributions Outside Canada within ten days of the issuance of the Purchased Shares;

(h) it, either alone or with its advisors, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Purchased Shares and it is able to bear the economic risk of loss of its entire investment in the Purchased Shares;

(i) it understands and acknowledges that the Purchased Shares are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act (“Rule 144”), and that, if in the future it decides to offer, resell, pledge or otherwise transfer any of the Purchased Shares, such securities may be offered, sold, pledged or otherwise transferred only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (c) within the United States, in accordance with Rule 144, if available, and in compliance with any applicable state securities laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States;

(j) it acknowledges that certificates representing the Purchased Shares will bear a legend substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF AKUMIN INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE

3

For United States Investors Only

WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.”

(k) it is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein);

(l) it has had access to management of the Corporation and the opportunity to ask and have answered any and all questions which it wished with respect to the business and affairs of the Corporation, the Purchased Shares and the subscription hereby made, and, to the extent applicable, all such questions have been answered to the full satisfaction of the Subscriber;

(m) it understands that no federal or state governmental agency has passed upon or will pass upon the Purchased Shares or has made or will make any finding or determination as to the fairness of investment in the Purchased Shares;

(n) it has been furnished and has read, understands and is fully familiar with, this Subscription Agreement, which will govern the Purchased Shares, it has received no solicitation or general advertisements, and it has attended no seminar or other public promotional meeting relating to investments in the Purchased Shares; and

(o) it is (i) a person or entity that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (the “Code”) (except as otherwise provided in the Code, a “United States person” is (A) a citizen or resident of the United States, (B) a U.S. domestic (i.e., created or organized in the United States or under the laws of the United States or of any state) partnership, (C) a U.S. domestic corporation and (D) any estate or trust which is not a foreign estate or trust as defined in Code Section 7701(a)(31)) and (ii) a person or entity whose ownership of the Purchased Shares will not subject the Company to a tax, or to a requirement of withholding tax, that would not otherwise be imposed.

The Subscriber acknowledges and agrees that the representations and warranties made by the Subscriber in this Subscription Agreement, or any certificate, document or instrument delivered in connection herewith, are made by the Subscriber with the intent that they may be relied upon by the Corporation and will survive the completion of the transactions contemplated by this Subscription Agreement.

4

For United States Investors Only

SCHEDULE “A”

U.S. INVESTOR CERTIFICATE

This certificate contains certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your legal advisor before completing this certificate and the applicable Exhibits and Appendices attached hereto.

TO: AKUMIN INC. (the “Corporation”)

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this U.S. Investor Certificate (“Certificate”) by the Subscriber, this Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the meanings ascribed thereto in the Subscription Agreement. All references to dollar amounts in this Certificate are to the lawful currency of the United States.

The Subscriber hereby certifies to the Corporation that it is an investor falling into the category checked below:

☐ a director or executive officer of the Corporation; or

☐ a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of the person’s purchase exceeds $ 1,000,000 (for purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability); or

☐ a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

☐ none of the above categories apply but the undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Purchased Shares. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Purchased Shares. The undersigned has considered the suitability of the Purchased Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the securities (including a total loss in the investment).

5

For United States Investors Only

Dated:	Signed:
	Print name of Subscriber

6

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Corporation

The Corporation acknowledges, represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

(a) The Corporation is duly formed and validly existing under the laws of the jurisdiction of its organization. The Corporation has the power to own and operate its property and carry on its business. The Corporation is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business;

(b) The issuance of the Purchased Shares to the Subscriber and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation. The Purchased Shares, when issued pursuant to the terms hereof, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act and under the lock-up agreement to be entered into by the Subscriber;

(c) The execution and delivery of and performance by the Corporation of this Subscription Agreement:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law;

(d) This Subscription Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding agreement of the Corporation, enforceable against it in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Subscription Agreement by the Corporation, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Purchased Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

(f) There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Corporation is a party to any of the transactions contemplated by this Subscription Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

(g) There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Corporation pending, or, to the knowledge of the Corporation, threatened against the Corporation, which would materially adversely affect the Corporation’s performance under this Subscription Agreement or the consummation of the transactions contemplated hereby;

7

For United States Investors Only

(h) Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Corporation;

(i) The Corporation’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Corporation and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Corporation and its Subsidiaries during the periods covered by the Corporation’s Financials, as the case may be. Subscriber acknowledges receipt of the Corporation’s Financials as available under the Corporation’s profile on SEDAR at www.sedar.com;

(j) The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record;

(k) Notwithstanding anything to the contrary contained herein, (i) the Corporation shall not be deemed to make to the Subscriber any representation or warranty other than as expressly made by the Corporation in this Subscription Agreement and (ii) the Corporation does not make any representation or warranty to the Subscriber except as expressly covered by a representation and warranty contained in this Subscription Agreement, any other information or documents (financial or otherwise) made available to the Subscriber or its counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Subscriber hereby acknowledges and agrees to such disclaimer; and

(l) Neither the Corporation nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Subscription Agreement.

8

Schedule 9.6(5)

Third Party Claim Procedure

(1) If the Indemnifying Party assumes the investigation and defense of a Third Party Claim:

(a) the Indemnifying Party shall pay for all reasonable costs and expenses of the investigation and defense of the Third Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defense (or has cured the failure to diligently conduct the defense within 14 calendar days after receiving written notice from the Indemnified Person or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal), be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defense of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party exercised its right to assume the investigation and defense of the Third Party Claim;

(b) the Indemnifying Party shall reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defense of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defense of the Third Party Claim;

(c) the Indemnified Person shall not, other than with respect to Third Party Claims in respect of Taxes, contact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Party, unless required by applicable Law;

(d) legal counsel chosen by the Indemnifying Party to defend the Third Party Claim must be satisfactory to the Indemnified Person, acting reasonably; and

(e) the Indemnifying Party may not compromise and settle or remedy, or cause a compromise and settlement or remedy, of a Third Party Claim without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld or delayed, if, pursuant to, or as a result of such compromise, settlement or remedy, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to the claim that gave rise to the Third Party Claim.

(2) If the Indemnifying Party (i) is not entitled to assume the investigation and defense of a Third Party Claim under Section 9.6(4) of the Agreement, (ii) does not elect to assume the investigation and defense of a Third Party Claim, or (iii) assumes the investigation and defense of a Third Party Claim but fails to diligently pursue such defense, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person has the right (but not the obligation) to undertake the defense of the Third Party Claim. In the case

Schedule 9.6(5)

where the Indemnifying Party fails to diligently pursue the defense of the Third Party Claim, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defense of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defense and the Indemnifying Party fails to do so within 14 calendar days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal.

(3) If, under Section 9.6 of the Agreement, the Indemnified Person undertakes the investigation and defense of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party Claim but the Indemnifying Party shall not be bound by any compromise or settlement of the Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed).

(4) The Indemnified Person and the Indemnifying Party agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings and to use their reasonable efforts to minimize Damages with respect to any Third Party Claim. If the Indemnifying Party assumes the investigation and defense of a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defense of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defense of any Third Party Claim.

EX-99.10

Exhibit 99.10

AKUMIN CORP.

(as “Purchaser”),

AKUMIN INC.

(as “Parent”),

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “SELLER”

(collectively referred to herein as the “Sellers” and, individually a “Seller”),

and

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “PRINCIPAL”

(collectively referred to herein as the “Principals” and, individually a “Principal”)

SHARE PURCHASE AGREEMENT

FOR SFL RADIOLOGY HOLDINGS, LLC

April 15, 2019

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
Section 1.1	Defined Terms	1
Section 1.2	References and Usage	16
Section 1.3	Headings, etc.	16
Section 1.4	Knowledge	17
Section 1.5	Schedules and Disclosure Letter	17
Article 2 PURCHASED SHARES AND PURCHASE PRICE		17
Section 2.1	Purchase and Sale	17
Section 2.2	Purchase Price	18
Section 2.3	Payment of the Estimated Closing Payment Amount	18
Section 2.4	Earnout	18
Section 2.5	Preparation of Estimated Statement	18
Section 2.6	[Reserved]	19
Section 2.7	Preparation of Closing Statement	19
Section 2.8	Closing Adjustment	20
Section 2.9	No Effect on Other Rights	21
Article 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS		21
Section 3.1	Representations and Warranties Regarding the Purchased Companies	21
Section 3.2	Representations and Warranties Regarding the Sellers	46
Article 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT		48
Section 4.1	Representations and Warranties of the Purchaser	48
Section 4.2	Representations and Warranties Relating to the Parent	51
Article 5 PRE-CLOSING COVENANTS OF THE PARTIES		54
Section 5.1	Conduct of Business Prior to Closing	54
Section 5.2	Access for Due Diligence and Transition	56
Section 5.3	Purchaser Confidentiality	56
Section 5.4	Actions to Satisfy Closing Conditions	57
Section 5.5	Transfer of the Purchased Interests	57
Section 5.6	Notices and Requests for Consents	57
Section 5.7	Filings and Authorizations	58
Section 5.8	Supplements to Disclosure Letter; Amended Schedule A	59
Section 5.9	Exclusive Dealing	60
Section 5.10	Purchaser Financing	60
Section 5.11	Company Financial Statements	61
Section 5.12	Company Leases	62

(i)

Article 6 CONDITIONS OF CLOSING		62
Section 6.1	Conditions for the Benefit of the Purchaser	62
Section 6.2	Conditions for the Benefit of the Sellers	65
Article 7 CLOSING		67
Section 7.1	Date, Time and Place of Closing	67
Section 7.2	Closing Procedures	67
Section 7.3	Risk of Loss	67
Article 8 TERMINATION		68
Section 8.1	Termination Rights	68
Section 8.2	Effect of Termination	69
Article 9 INDEMNIFICATION		69
Section 9.1	Survival	69
Section 9.2	[Reserved]	70
Section 9.3	Indemnification in Favor of the Purchaser and the Purchased Companies	70
Section 9.4	Indemnification in Favor of the Sellers	71
Section 9.5	Limitations on Indemnification	71
Section 9.6	Notification of and Procedure for Claims	74
Section 9.7	Adjustment to Purchase Price	76
Section 9.8	Recovery Against Sellers	76
Section 9.9	Exclusive Remedy	77
Article 10 POST-CLOSING COVENANTS		78
Section 10.1	Access to Books and Records	78
Section 10.2	Confidentiality	78
Section 10.3	Tax Matters	79
Section 10.4	Further Assurances	80
Section 10.5	R&W Insurance Policy	81
Section 10.6	D&O Liability and Indemnification	81
Section 10.7	Company Leases	82
Section 10.8	Assignment of Consideration Shares	82
Article 11 MISCELLANEOUS		82
Section 11.1	Appointment of the Sellers’ Representative	82
Section 11.2	Notices	85
Section 11.3	Time of the Essence	86
Section 11.4	Announcements	86
Section 11.5	Third Party Beneficiaries	86
Section 11.6	Specific Performance	87
Section 11.7	Expenses	87
Section 11.8	Amendments	88
Section 11.9	Waiver	88

(ii)

Section 11.10	Entire Agreement	88
Section 11.11	Successors and Assigns	88
Section 11.12	Jury Waiver	89
Section 11.13	Severability	89
Section 11.14	Governing Law	89
Section 11.15	Counterparts	90
Section 11.16	Disclosure Letter	90
Section 11.17	Attorney-Client Privilege; Conflict Waiver	90
Section 11.18	No Recourse to Purchaser Financing Sources	91

SCHEDULES

Schedule A – [Redacted – Personal Information - Schedules]

Schedule 2.4 – Earnout

Schedule 2.6(1) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(i)(v) – List and Form of Seller Non-Competition Agreement

Schedule 6.1(i)(viii) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(i)(ix) – Form of Lock-Up Agreement

Schedule 6.1(i)(xiii) – [Redacted – Commercially Sensitive Information - Schedules]

Schedule 6.1(i)(xiv) – Form of Subscription Agreement

Schedule 9.6(5) – Third Party Claim Procedure

(iii)

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated April 15, 2019 by and among the Sellers, the Principals, the Purchaser and the Parent.

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the capitalized terms listed below shall have the corresponding meanings.

“Accounting Policies” means those specific accounting policies set out in Schedule 2.6(1).

“Accounts Receivable” means all accounts receivables, notes receivables and other debts due or accruing due to any Purchased Company recognized in accordance with U.S. GAAP.

“ADG” means ADG Acquisition Holdings, Inc.

“Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. The terms “controlled”, “controls”, and “under common control with” have meanings correlative thereto.

“Agreement” means this Share Purchase Agreement.

“Ancillary Agreements” means all agreements, certificates and other instruments delivered pursuant to this Agreement.

“Assets” means all tangible and intangible assets of Elite and the Purchased Companies.

“Authorization” means, with respect to any Person, any order, Permit, approval, consent, waiver, license or other authorization of any Governmental Entity having jurisdiction over the Person.

“Balance Sheet Date” means December 31, 2018.

“Books and Records” means the Organizational Documents, minute books, registers, share certificate books, books of account, financial and accounting information and records, personnel records, tax records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections, marketing and advertising materials and all other documents, files, correspondence and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices) of Elite or the Purchased Companies.

“Business” means the business operated by the Purchased Companies on the date hereof, namely that of the management of Elite and the business operated by Elite on the date hereof, which is the provision of medical diagnostic services through outpatient diagnostic imaging centers in Georgia.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major U.S. chartered banks are closed for business in the State of Georgia.

“Cash and Cash Equivalents” means the sum of all cash, checks, money orders, marketable securities, short-term instruments, liquid instruments and other cash equivalents, funds in time and demand deposits or similar accounts (but only to the extent convertible to cash within 30 days), and deposits in transit (to the extent there has been a reduction of receivables on account therefor), excluding (i) issued but uncleared checks, but only if the payables associated with such checks are reflected in the calculation of Working Capital, and (ii) Restricted Cash.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Closing” means the completion of the transactions contemplated in this Agreement.

“Closing Cash and Cash Equivalents” has the meaning specified in Section 2.7(1).

“Closing Date” means the date that is five Business Days after the date on which all of the conditions set forth in Article 6 are satisfied or waived (other than those that by their terms may only be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), or at such other date as is mutually acceptable to the Purchaser and the Sellers’ Representative, provided that such date is no less than 30 days after the date hereof.

“Closing Indebtedness” has the meaning specified in Section 2.7(1).

“Closing Payment Amount” means an amount equal to (i) the Purchase Price minus (ii) Closing Indebtedness, minus (iii) Closing Transactions Costs, plus (iv) the amount (if any) by which the Closing Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Closing Working Capital, plus (vi) Closing Cash and Cash Equivalents.

“Closing Transaction Costs” has the meaning specified in Section 2.7(1).

“Closing Working Capital” has the meaning specified in Section 2.7(1).

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“Closing Statement” has the meaning specified in Section 2.7(4) or Section 2.7(5), as the case may be.

“COBRA” means the Consolidated Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Agreements” means collective bargaining agreements or other Contracts with any labor organization, union or association and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which Elite or any Purchased Company is bound.

“Commitment Letter” has the meaning specified in Section 5.10.

“Company” means SFL Radiology Holdings, LLC.

“Concurrent Acquisitions” means the acquisition by the Purchaser of all of the equity interests in each of ADG and TIC pursuant to definitive purchase agreements between the Purchaser and the equity interests holders of each of ADG and TIC, respectively, with such acquisitions to occur concurrently with the Closing of the transactions contemplated hereunder.

“Confidential Information” has the meaning set forth in Section 10.2.

“Consideration Shares” has the meaning set forth in Section 2.2.

“Contract” means any legally binding agreement, contract, lease (other than Leases), license (other than Permits), undertaking, engagement or commitment of any nature, whether written or oral.

“Damages” means any actual and direct losses, liabilities, damages or expenses (including reasonable legal fees and expenses) resulting from an action, suit, proceeding, arbitration, claim or demand and/or in the enforcement of this Agreement; provided that “Damages” shall not include special, incidental, indirect, consequential, exemplary, punitive and other related damages, unless such damages are paid to a third party.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Sellers to the Purchaser with this Agreement, as may be amended from time to time in accordance with Section 5.8.

“Draft Closing Statement” has the meaning specified in Section 2.7(1).

“Earnout” means the amount, if any, payable by the Purchaser to the Sellers’ Representative, on behalf of the Sellers, calculated in accordance with Schedule 2.4.

“Elite” means Elite Radiology of Georgia, LLC.

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“Employee Plans” means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programs, arrangements or practices relating to any current or former employees, officers or directors of any of the Purchased Companies maintained, sponsored, contributed to or funded by any Purchased Company or under which any Purchased Company may have any liability contingent or otherwise.

“Employment Contracts” means Contracts other than Employee Plans, relating to any of the employees of any Purchased Company.

“Environmental Laws” means any applicable Law, and any governmental order or binding agreement with any Governmental Entity, all as in effect on the Closing Date: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs) as in effect on the Closing Date: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Escrow Agent” has the meaning specified in Section 2.3(1).

“Escrow Agreement” has the meaning specified in Section 2.3(1).

“Escrow Fund” has the meaning ascribed thereto in Section 2.3(1).

“Estimated Cash and Cash Equivalents” has the meaning specified in Section 2.5.

“Estimated Closing Payment Amount” means an amount equal to (i) the Purchase Price, minus (ii) Estimated Indebtedness, minus (iii) Estimated Transactions Costs, plus (iv) the amount (if any) by which the Estimated Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Estimated Working Capital, plus (vi) the Estimated Cash and Cash Equivalents.

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“Estimated Indebtedness” has the meaning specified in Section 2.5.

“Estimated Statement” has the meaning specified in Section 2.5.

“Estimated Transaction Costs” has the meaning specified in Section 2.5.

“Estimated Working Capital” has the meaning specified in Section 2.5.

“Final Closing Payment Amount” has the meaning specified in Section 2.8(1).

“Financial Statements” means (i) the unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2018, consisting of a balance sheet (the “Latest Balance Sheet”) and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any; provided that such financial statements do not contain all notes and other presentation items required under U.S. GAAP and are subject to normal year-end adjustments; and (ii) the audited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal years ending December 31, 2016 and 2017, respectively, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, together with, a report of the auditors, Skoda Minotti, Certified Public Accountants.

“Fraud” means, with respect to a Person, an actual fraud made by such Person with respect to the representations and warranties made pursuant to this Agreement (as modified by the Disclosure Letter), which involves a knowing and intentional misrepresentation of a fact material to the transactions contemplated by this Agreement, with the express intent of inducing any party hereto to enter into this Agreement and upon which such party has relied to its detriment (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory) under applicable Law, and where the Person committing such actual fraud had actual knowledge that such representations and warranties were breached when made.

“Fundamental Representations of Sellers” has the meaning specified in Section 9.5(1)(a).

“General Survival Date” has the meaning specified in Section 9.5(1)(d).

“Governmental Entity” means: (i) any governmental or public department, court, administrative agency, official, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (ii) any subdivision or

- 5 -

authority of any of the above; (iii) the Toronto Stock Exchange; (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above as authorized by applicable Laws; and (v) any agent, administrator, administrative contractor, intermediary or carrier for any of the foregoing if such person possesses the general and full authority to act on behalf of the Governmental Entities set forth in clauses (i) through (iv) in the name of such Governmental Entity.

“Government Reimbursement Program” means (i) Medicare, 42 U.S.C. § 1395 et seq., (ii) Medicaid, 42 U.S.C. § 1396 et seq., (iii) the Federal Employees Health Benefit Program under 5 U.S.C. §§ 8902 et seq., (iv) TRICARE, 10 U.S.C. § 1071 et seq. or (v) any similar program, initiative, or demonstration project by any of the foregoing (including without limitation and by way of example only, the Medicare Advantage program).

“GT” has the meaning set forth in Section 11.17.

“Hazardous Material” means any pollutant, contaminant, chemical, material, substance, waste or constituent (including, without limitation, crude oil or any other petroleum product and asbestos) regulated as hazardous under, any Environmental Law.

“Health Care Laws” means any and all applicable Laws and Orders relating to the regulation specifically of the health care industry, including the provision, administration, and/or payment for healthcare or healthcare-related products or services including, but not limited to, all applicable federal, state and local laws, rules, and regulations, including, without limitation, (a) Medicare, Medicaid, TRICARE programs (42 U.S.C. § 1395 et seq., 42 U.S.C. § 1396 et seq., and 10 U.S.C. § 1071 et seq., respectively); (b) the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and all rules and regulations promulgated thereunder, including the breach notification regulations, its associated rules, regulations, and guidance (collectively, “HIPAA”); (c) other federal and state data privacy, security, and breach notification Laws; (d) anti-kickback and all other provisions of the Medicare/Medicaid fraud and abuse Laws (42 U.S.C. §1320a-7 et seq.) and the regulations promulgated thereunder; (e) the physician self-referral provisions of the Stark Law (42 U.S.C. § 1395nn) and the regulations promulgated thereunder; (f) the federal False Claims Act (31 U.S.C. §§ 3729-3733); (g) the federal Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801-3812); (h) the exclusion Laws (42 U.S.C. § 1320a-7); (i) the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); (j) any similar state Laws and regulations to the foregoing; (k) all state Laws related to referrals and kickbacks, the corporate practice of medicine, patient and program charges, claim submissions, insurance laws, recordkeeping, referrals, patient brokering, and physician or other fee splitting; (l) all state and federal Permit and accreditation Laws and professional licensing Laws, (m) all federal and state Laws governing the operation of imaging facilities and machines; (n) all federal and state Laws governing the operation of clinical laboratories, including, but not limited to, the

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Clinical Laboratory Improvement Amendments of 1988, as amended (42 U.S.C. § 263a, et seq.), and the regulations promulgated thereunder, including, without limitation, 42 C.F.R. Part 493, and all Laws applicable to laboratories; (o) all federal and state Laws governing the use, handling, control, compounding storage, transportation, and maintenance of controlled substances, pharmaceuticals or drugs, federal and state Laws governing the ownership and operation of a compounding pharmacy (including but not limited to the requirements set forth in the Food, Drug and Cosmetic Act and its implementing regulations, specifically including 21 U.S.C. § 353a, as amended by the Drug Quality and Security Act of 2013 and Good Laboratory Practices (21 C.F.R. Part 58)); and (p) all other applicable federal and state healthcare Laws, which includes by way of illustration and not limitation, to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, any and all position statements, declaratory statements, advisory opinions, bulletins, notifications, manuals, policies and interpretations and other legally binding guidance of any Governmental Entity.

“Health Care Provider” means any physician providing medical or other clinical services on behalf of Elite or the Purchased Companies on a full or part time basis or as an independent contractor or consultant.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Indebtedness” means (i) any liability for borrowed money at the full amount payable (including bank loans, lines of credit and loans from related parties), or evidenced by an instrument for the payment of money, or incurred in connection with the acquisition of any property, services or assets (including securities), or relating to a capitalized lease obligation, current and non-current portion thereof, other than, in each case (x) accounts payable representing unsecured claims of trade creditors created or assumed in the ordinary course in connection with the obtaining of materials or services that are included in Working Capital, (y) any intercompany liabilities solely as between the Purchased Companies, and (z) any other liability that is included in Working Capital or in Transaction Costs, (ii) any obligations under exchange rate contracts, interest rate protection agreements or other hedging or derivatives arrangements, (iii) any obligations to reimburse the issuer of any letter of credit (where the issuer has made payment on such letter of credit), surety bond, performance bond or other guarantee of contractual performance, in each case to the extent drawn, (iv) accrued interest, (v) accounts payable and accruals related to fixed assets (unless included in Working Capital), (vi) early termination fees triggered by the transactions contemplated by this Agreement, (vii) unpaid management fees due to owners, (viii) deferred rent obligations, (ix) any accrued or owing balance relating to bonuses and the employer portion of taxes thereon, (x) capital equipment leases, (xi) all unsettled warrants or shareholder notes, (xii) all obligations due to the Seller and their related parties, (xiii) full accrual or provision for any income Taxes relating to the Pre-Closing Tax Period, and (xiv) any payments, fines, fees, penalties or other amounts applicable to or otherwise incurred in connection with, or as a result of any prepayment or early satisfaction of, any obligation described in clauses (i) through (xiv) above.

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“Indemnified Person” means a Person with indemnification rights or benefits under this Agreement including pursuant to Article 9.

“Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 9.

“Indemnity Escrow Fund” means the portion of the Escrow Fund that is the Threshold Amount.

“Independent Accountants” has the meaning specified in Section 2.7(3).

“Intellectual Property” means domestic and foreign (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) designs, design registrations, design registration applications; and (v) trade names, business names, corporate names, domain name registrations, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing.

“Interim Period” means the period from the execution of this Agreement by all the parties hereto and the Closing.

“Key Employee” means each of [Redacted - Personal Information - Key Employee].

“Law” or “Laws” means all applicable (i) federal, state, county, municipal, local or other laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and binding directives of any Governmental Entity and (iii) to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, standards, policies, guidelines, notices and protocols of any Governmental Entity.

“Leased Properties” means the lands and premises listed and described in Section 3.1(s) of the Disclosure Letter by reference to their municipal address.

“Leases” means all oral and written leases and all amendments, extensions, assignments and variations thereof or any guarantee or security agreements therefor, of the real properties leased by Elite or any Purchased Company.

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“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, deemed or statutory trust, or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

“Lock-Up Agreements” means the lock-up agreements referred to in Section 6.1(i)(ix).

“Material Adverse Change of Parent” means any change, event, occurrence, effect or circumstance that: (A) is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Parent and its Subsidiaries, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Parent and its Subsidiaries operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Sellers or a Purchased Company; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Sellers or a Purchased Company has knowledge on the date of this Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Parent and its Subsidiaries, relative to other comparable companies and entities operating in the industries in which any of the Parent or its Subsidiaries operate; or (B) would reasonably be expected to prevent or materially delay or impair the ability of the Parent or any of its Subsidiaries to perform their obligations under this Agreement or to consummate the transactions contemplated herein. Notwithstanding the foregoing, in no case shall any of the following events be considered a Material Adverse Change of Parent:

(a) a decrease of less than 20% of the market price as of the date of this Agreement, or a decline in the trading volume of the Parent Common Shares (it being understood that the causes underlying such change in market price or trading volume (other than those in item (A) above) may be taken into account in determining whether a Material Adverse Change of Parent has occurred); or

(b) the failure of the Parent in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change of Parent has occurred).

“Material Adverse Change of the Purchased Companies” means any change, event, occurrence, effect or circumstance that is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Purchased Companies, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of

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terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Purchased Companies operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Purchaser or the Parent; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Purchaser or the Parent has knowledge on the date of the Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Purchased Companies, relative to other comparable companies and entities operating in the industries in which any of the Purchased Companies operate.

“Material Authorizations” has the meaning specified in Section 3.1(l).

“Material Contracts” has the meaning specified in Section 3.1(t).

“Material Principals” means [Redacted - Personal Information - Material Principals].

“Notice” has the meaning specified in Section 11.2.

“Order” means any enforceable decision, judgment, order, writ, injunction, decree, award or determination of any Governmental Entity.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal operations of the Person.

“Organizational Documents” means the charter and other governing documents of such Person, including bylaws, shareholders agreements, company agreements, member agreements, operating agreements and regulations of such Person, if any, and all amendments to each of the foregoing.

“Outside Date” means 90 days following the execution of this Agreement.

“Parent” means Akumin Inc.

“Parent Common Shares” means common shares in the capital of the Parent.

“Parent’s Financials” means (a) the unaudited consolidated annual financial statements of the Parent and its Subsidiaries for the fiscal year ending December 31, 2018, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, and (b) the audited consolidated annual financial statements of the Parent and its Subsidiaries for the 15-month period ending December 31, 2017, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, together with, in the case of the audited annual financial statements, a report of the auditors of the Parent, PricewaterhouseCoopers LLP.

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“Parties” means the Sellers, the Principals, the Purchaser, the Parent and any other Person who may become a party to this Agreement, and “Party” means any one of them.

“Permits” means franchises, authorizations, approvals, orders, consents, licenses, certificates, permits, registrations, qualifications, waivers, exemptions, variances, or other rights and privileges required by Health Care Laws and administered and/or issued by a Governmental Entity.

“Permitted Liens” means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected or reserved; (ii) Liens for Taxes not yet delinquent or which are being contested in good faith; (iii) mechanic’s, materialmen’s, and similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith if reserves with respect thereto are maintained on the Company’s books in accordance with U.S. GAAP; (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements; (v) Liens listed and described in Section 3.1(o) of the Disclosure Letter; (vi) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity which are not violated by the current use or occupancy of such real property or the operation of the business or any violation of which would not constitute a Material Adverse Change of the Purchased Companies; (vii) easements, rights, covenants, conditions and restrictions of record; and (viii) Liens that will be released at or prior to Closing.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“Personal Data” means all data relating to one or more natural Person(s) that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data available to Elite or the Purchased Companies or a Person on their behalf, is capable of identifying an individual), any data collected automatically, including, without limitation, an Internet Protocol address, any device identifier, and any information about a Person or a Person’s use of a mobile application, device, computer, or other electronic technology. Personal Data includes protected health information, as defined by HIPAA.

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing Date.

“Principals” has the meaning ascribed thereto on the face page hereof.

“Priority” means Priority Funding, LLC.

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“Privacy and Security Requirements” has the meaning set forth in Section 3.1(m)(ix).

“Privileged Communications” has the meaning set forth in Section 11.17.

“Pro Rata Share” means, with respect to each Seller, the percentage set out in Schedule A, representing the portion of the Purchase Price payable to such Seller relative to the total Purchase Price (without taking into account the deduction of any portion of any escrow amount to be deposited with the Escrow Agent), and, with respect to each Principal, the percentage set out in Schedule A for such Principal as it relates to a particular Seller.

“Proceeding” means any claim, litigation, action, suit (whether civil, criminal, administrative, judicial or investigative), audit, hearing, investigation, binding arbitration or mediation or proceeding, in each case commenced, brought, conducted, heard before or otherwise involving any Governmental Entity, arbitrator or mediator.

“Public Record” means all information filed publicly by or on behalf of Parent under applicable securities Laws on the System for Electronic Document Analysis and Retrieval (SEDAR).

“Purchase Price” has the meaning specified in Section 2.2.

“Purchaser Financing” has the meaning specified in Section 5.10.

“Purchaser Financing Source Third Party Beneficiaries” has the meaning specified in Section 11.5(3).

“Purchaser Financing Sources” means the agents, the arrangers, the lenders and other entities (including the parties to the Commitment Letter (other than the Purchaser)) that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Purchaser Financing or other financings in connection with the transactions contemplated hereby, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and their and their respective Affiliates’ officers, directors, employees, controlling Persons, advisors, agents, attorneys and representatives and their respective successors and assigns, it being understood that the Purchaser shall not be deemed a Purchaser Financing Source for any purpose hereunder.

“Purchaser Indemnified Party” has the meaning specified in Section 9.3(1).

“Purchased Companies” means, collectively, the Company and its Subsidiaries and

“Purchased Company” means any one of the Company or one of its Subsidiaries.

“Purchased Interest” has the meaning specified in Section 2.1.

“Purchaser” means Akumin Corp.

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“R&W Insurance Policy” means the representations and warranty insurance policy taken out by the Purchaser as of the Closing Date with a reputable representation and warranty insurance provider in relation to the transactions contemplated herein, on terms and conditions set forth therein, which policy provides coverage of at least 20% of the Purchase Price.

“Remaining Indemnity Claim” has the meaning set forth in Section 9.8(2).

“Representatives” means former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or successors or permitted assignees (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or successor or permitted assignee of any of the foregoing). With respect to a Seller, the Principals of such Seller shall be considered a Representative of such Seller, and with respect to the Sellers, the Sellers’ Representative shall be considered a Representative of such Sellers.

“Restricted Cash” means any cash which is not freely usable by Elite or the Purchased Companies because it is subject to restrictions, limitations or taxes on use or distribution by law, Contract or otherwise, including without limitation, restrictions on dividends and repatriations or any other form of restriction.

“Retention Amount” means $477,330, which is the retention amount under the R&W Insurance Policy, as designated by the insurer.

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and policies made thereunder.

“Seller Indemnified Party” has the meaning specified in Section 9.4.

“Sellers” has the meaning ascribed thereto on the face page hereof.

“Sellers’ Representative” means [Redacted - Personal Information - Sellers’ Representative], acting solely in the capacity as Sellers’ Representative and not as a Seller hereunder.

“SFL” means SFL Radiology Holdings, LLC.

“Share Price” means $4.00 per Parent Common Share.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Straddle Period” means a taxation year or fiscal period that includes but does not end on the Closing Date.

“Subscription Agreements” has the meaning specified in Section 6.1(j)(xiv).

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“Subsidiaries” with respect to any Person, means any other Person of which securities or other interests having the power to elect a majority of that Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) including, without limitation, by contractual control or management rights, whether or not coupled with equity ownership, such as through a management or similar agreement, are held by the former Person or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiaries” means Subsidiaries of the Company.

“Tax Assessment Period” has the meaning described in Section 9.5(1)(b).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and other documents (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, rates, withholdings, dues, contributions and other charges, collections or assessments of any kind whatsoever, imposed by any Governmental Entity; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) or (iii) as a result of any express or implied obligation to indemnify any other Person (other than pursuant to Contracts entered into in the Ordinary Course not primarily related to taxes) or as a result of being a transferee or successor in interest to any party.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“Third Party Licenses” has the meaning described in Section 3.1(x)(iii).

“TIC” means TIC Acquisition Holdings, LLC.

“Threshold Amount” means 50% of the Retention Amount.

“Transaction Costs” means all costs and expenses incurred by or on behalf of any Purchased Company or Seller, or triggered by the transactions contemplated by this Agreement, prior to the Closing Date or agreed to by any Purchased Company or Seller prior to the Closing, or that are or become due and payable as a result of the Closing, in connection with the transactions contemplated by this Agreement, in each case that remain unpaid as of the Closing, including all legal, tax, accounting, financial

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advisory, investment banking, printing and other administrative or professional fees, costs and expenses of third parties incurred by the Company or the Sellers in connection with the negotiation and settlement of this Agreement, any severance or other payment due to any employee or independent contractor pursuant to a written agreement because of a diminution (or termination) of such employee or independent contractor’s authority, duties or reporting structure resulting from or related to the transactions contemplated by this Agreement, any transaction costs and bonuses (including retention bonuses) related to or triggered by the transactions contemplated by this Agreement (but not including any such compensatory amounts that become payable after the Closing Date solely on account of actions of the Purchaser or one of its Affiliates), any payment of accrued but unpaid management fees which become due as a result of the transactions contemplated by this Agreement, any settlement of any intercompany payable due by a Purchased Company to an entity which ceased to be a related entity as a result of the transactions contemplated by this Agreement, any transaction or retention bonuses paid or agreed to be paid by any Purchased Company to any employee, independent contractor, physician or medical practice, including any payroll or similar taxes that such Purchased Company would be required to pay in connection with these payments, 50% of the premium and underwriting fees relating to the R&W Insurance Policy and 100% of the premium and underwriting fees relating to the insurance policy referred to in Section 6.1(n). For the avoidance of doubt, “Transaction Costs” shall not include any amounts reflected in the calculation of Working Capital or included in Indebtedness.

“Transaction Costs Threshold Amount” means the amount equal to the aggregate amount of the Transaction Costs, not to exceed $1,500,000.

“Transaction Tax Deductions” means the sum of all items of losses, deductions or credits, to the extent deductible for U.S. federal income Tax purposes and without duplication, resulting from, or attributable to, the payment of Transaction Costs, the payment of Indebtedness, or any other expenses attributable to the transactions contemplated by this Agreement (and, for the avoidance of doubt, regardless of whether paid before or after the Closing Date). The Parties agree that the Company will make the election under Revenue Procedure 2011-29 to apply the 70% safe harbor to any “success-based fee” as defined in Treasury Regulation Section 1.263(a)-5(f) for purposes of determining Transaction Tax Deductions.

“U.S. GAAP” means United States generally accepted accounting principles and practices in effect from time to time.

“U.S. Securities Act” means all applicable state and federal securities legislation in the relevant jurisdictions of the United States.

“Working Capital” means, in relation to the Purchased Companies, the aggregate of (a) Accounts Receivable (net of reserves), amounts due from third parties (net of reserves), advances to employees and prepaid expenses, but excluding (i) Cash and Cash Equivalents, (ii) the portion of any prepaid expenses of which the Purchaser will not receive the benefit following the Closing, (iii) intercompany receivables due from the Sellers and their Affiliates, (iv) non-current, fixed or capital assets (including

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prepayments and deposits of this nature); and (v) capitalized debt issuance or financing costs; minus (b) accounts payable, deferred revenue, accrued expenses (including amounts due to the Sellers and their Affiliates in the ordinary course of business), employee-related liabilities (including payroll taxes thereon), and accrued tangible taxes, but excluding items and amounts reflected in (i) Indebtedness and (ii) Transaction Costs; in each case, prepared in accordance with the Accounting Policies. Working Capital shall be expressed as a positive amount if it is a net asset or a negative amount if it is a net liability.

“Working Capital Escrow Amount” means $750,000.

“Working Capital Escrow Fund” means the portion of the Escrow Fund that is the Working Capital Escrow Amount.

“Working Capital Target” means $7,443,000.

Section 1.2 References and Usage.

Unless expressly stated otherwise, in this Agreement: (a) reference to a gender includes all genders; (b) the singular includes the plural and vice versa; (c) “or” is used in the inclusive sense of “and/or”; (d) “any” means “any and all”; (e) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”; (f) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”; (g) $ or dollars refers to United States currency unless otherwise specifically indicated; (h) accounting terms not specifically defined in this Agreement are to be interpreted in accordance with U.S. GAAP; (i) a statute includes all rules and regulations made under it, if and as amended, re-enacted or replaced from time to time; (j) a Person includes its predecessors, successors and permitted assigns; (k) the term “notice” refers to oral or written notices except as otherwise specified; (l) the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and all schedules to it, except as otherwise provided in this Agreement; (m) whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be required to be made or such action will be required to be taken on or not later than the next succeeding Business Day and in the computation of periods of time, unless otherwise stated, the word “from” means “from and excluding” and the words “to” and “until” each mean “to and including”; (n) references to any period of days shall be deemed to be the relevant number of calendar days, unless otherwise specified; and (o) the terms “hereof,” “herein” and “hereunder” and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3 Headings, etc.

The use of headings (e.g. Article, Section, etc.) in this Agreement is for reference only and is not to affect the interpretation of this Agreement. References in the Agreement to Article, Section etc., unless otherwise specified, shall mean the applicable Article, Section, etc. of this Agreement.

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Section 1.4 Knowledge.

(1) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Sellers, it will be deemed to refer to (i) the actual knowledge of [Redacted - Personal Information - Knowledge] with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of Elite and the Purchased Companies.

(2) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Purchaser or knowledge of the Parent, it will be deemed to refer to (i) the actual knowledge of Riadh Zine, President and Chief Executive Officer, Rohit Navani, Executive Vice President and Chief Operating Officer or Mohammad Saleem, Chief Financial Officer with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of the Purchaser or the Parent, as applicable.

Section 1.5 Schedules and Disclosure Letter.

The schedules attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it. For the purposes of clarification, the Disclosure Letter itself and all information contained in it is subject to Section 10.2 and Section 11.16.

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale.

Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from each Seller on the Closing Date, all (but not less than all) of the membership interests or other equity interests in the Company held by such Seller as more particularly set out in Schedule A (collectively, the “Purchased Interest”), which represents, directly or indirectly, the acquisition by the Purchaser all of the membership interests or other equity interests in the capital of all of the Purchased Companies.

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Section 2.2 Purchase Price.

The total aggregate consideration payable by the Purchaser to the Sellers for the Purchased Interest (the “Purchase Price”) is (i) $47,733,000 plus the Transaction Costs Threshold Amount, subject to adjustment in accordance with Section 2.8 and (ii) the Earnout, if earned in accordance with Schedule 2.4. For purposes of clarity and the avoidance of doubt, $5,000,000 of the Purchase Price shall be satisfied by the issuance by Parent, on behalf of the Purchaser, of Parent Common Shares at the Share Price (the “Consideration Shares”), with the remaining portion of the Purchase Price to be satisfied in cash.

Section 2.3 Payment of the Estimated Closing Payment Amount.

At the Closing, the Purchaser shall pay or cause to be paid:

(1) an amount equal to the Threshold Amount and the Working Capital Escrow Amount (collectively, the “Escrow Fund”), with JPMorgan Chase Bank, N.A., in trust (the “Escrow Agent”) by wire transfer of immediately available funds, to be held in escrow pursuant to the terms and conditions of an escrow agreement by and among the Escrow Agent, the Purchaser and the Sellers’ Representative (the “Escrow Agreement”);

(2) on behalf of the Sellers and the Purchased Companies, as applicable:

(a) the Estimated Indebtedness; and

(b) the Estimated Transaction Costs; and

(3) the Estimated Closing Payment Amount less the Escrow Fund as follows: (i) an amount equal to $5,000,000 divided by the Share Price and such quotient being rounded down to the nearest whole number by the issuance of the Consideration Shares to the Persons as set forth on Schedule A, with such Consideration Shares to be registered in accordance with Schedule A; and (ii) the remaining balance of the Estimated Closing Payment Amount less the Escrow Fund, to be paid in cash to the Sellers’ Representative (for the benefit of and distribution to the Sellers in accordance with each Seller’s Pro Rata Share) by wire transfer of immediately available funds to an account or accounts designated by the Sellers’ Representative in writing at least one day prior to the Closing Date.

Section 2.4 Earnout

The Purchaser shall pay to the Sellers’ Representative, on behalf of the Sellers, in accordance with and subject to Schedule 2.4, the Earnout.

Section 2.5 Preparation of Estimated Statement.

At least three Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to the Purchaser, together with reasonable supporting or underlying documentation used in the preparation thereof, a statement (the “Estimated Statement”) of its good faith estimate of (a) Working Capital (the “Estimated Working Capital”), (b) Indebtedness (the “Estimated Indebtedness”), (c) Transaction Costs (the “Estimated Transaction Costs”), and (d) Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date, and (e) on the basis of the foregoing, the Estimated Closing Payment Amount. The Estimated Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

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Section 2.6 [Reserved].

Section 2.7 Preparation of Closing Statement.

(1) Within 120 days following the Closing Date (or such other date as is mutually agreed to by the Sellers’ Representative and the Purchaser in writing), the Purchaser shall prepare and deliver to Sellers’ Representative a draft consolidated statement (the “Draft Closing Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of (a) Working Capital (the “Closing Working Capital”), (b) Indebtedness (the “Closing Indebtedness”), (c) Transaction Costs (the “Closing Transaction Costs”), and (d) Cash and Cash Equivalents (the “Closing Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date. The Draft Closing Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

(2) The Sellers’ Representative shall have 15 Business Days to review the Draft Closing Statement following receipt of it and the Sellers’ Representative must notify the Purchaser in writing if it has any objections to the Draft Closing Statement within such 15 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and its auditors, to all work papers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement.

(3) If the Sellers’ Representative sends a notice of objection of the Draft Closing Statement in accordance with Section 2.7(2), the Parties shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an impartial independent firm of certified public accountants mutually agreed to by the Sellers’ Representative and the Purchaser (and, failing such agreement between the Sellers’ Representative and the Purchaser within a further period of 5 Business Days, such independent firm of certified public accountants will be Deloitte LLP, or if such firm is unable to act, Grant Thornton LLP) (the “Independent Accountants”). The Independent Accountants shall identify a member at an office located in Georgia to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the Parties and expediting the accurate resolution of the dispute. The determination of the Independent Accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute shall be based on the terms of this Agreement only, will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountants are deemed to be acting as experts and not as arbitrators.

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(4) If the Sellers’ Representative does not notify the Purchaser of any objection within the 15 Business Day period, the Sellers are deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Statement” on the next Business Day following the end of such 15 Business Day period.

(5) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.7(3), the Parties shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 2.7(3) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 2.7(5).

(6) The Sellers and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of the Independent Accountants to determine such amount(s) in dispute, the costs and expenses of the Independent Accountants will be borne by the Sellers and the Purchasers in such proportions as the positions taken by each of the Sellers and the Purchaser are unsuccessful when compared to the Closing Statement, as determined by the Independent Accountants. However, the Sellers and the Purchaser shall each bear their own costs in presenting their respective cases to the Independent Accountants.

(7) The Parties agree that the procedure set forth in this Section 2.7 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 2.7(7) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.7(7) or to enforce the determination of the Independent Accountants.

Section 2.8 Closing Adjustment.

(1) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Closing Payment Amount, as determined from the Closing Statement, (“Final Closing Payment Amount”) is more or less than the Estimated Closing Payment Amount.

(2) If the Final Closing Payment Amount is more than the Estimated Closing Payment Amount, then, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.7(4) or Section 2.7(5), as the case may be, the Purchaser shall pay to the Sellers’ Representative each Seller’s Pro Rata Share of the amount of such difference as an increase to the Purchase Price, by wire transfer of immediately available funds and the Sellers and the Purchaser shall deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying the release of the Working Capital Escrow Amount to the Sellers from the Working Capital Escrow Fund.

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(3) If the Final Closing Payment Amount is less than the Estimated Closing Payment Amount, the Sellers’ Representative shall pay the amount of such difference as a decrease to the Purchase Price to the Purchaser. The Sellers and the Purchaser shall, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.7(4) or Section 2.7(5), as the case may be, deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying (i) the amount of the payment to be made to the Purchaser from the Working Capital Escrow Fund, and (ii) the release of the balance of the Working Capital Escrow Amount, if any, to the Sellers from the Working Capital Escrow Fund.

Section 2.9 No Effect on Other Rights.

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article will not limit or affect any other rights or causes of action either the Purchaser or the Sellers may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 3.1 Representations and Warranties Regarding the Purchased Companies.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Sellers represent and warrant to the Purchaser as of the date hereof as follows:

Corporate Matters

(a) Formation and Qualification. Elite and each Purchased Company is an entity duly formed and existing under the laws of its formation and has the power to own and operate its property and carry on its business as now conducted, except to the extent the failure to have such power would not have a Material Adverse Change of the Purchased Companies, and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. Elite and each Purchased Company is qualified to do business in Georgia, which is the only jurisdiction in which the nature of the Assets or the Business makes such qualification necessary or where Elite or any Purchased Company owns or leases any Assets or conducts any business, except for jurisdictions in which the failure to be qualified would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies.

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(b) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter, the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter or as disclosed in Section 3.1(b) of the Disclosure Letter, the performance and consummation of any transaction contemplated by the Agreement and each of the Ancillary Agreements by Elite or any Purchased Company:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of Elite’s or any Purchased Company’s Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of any Contracts, Leases or instruments to which it, Elite or any Purchased Company is a party or pursuant to which Elite’s or any Purchased Company’s assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by Elite or any Purchased Company necessary for the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not have a Material Adverse Change of the Purchased Companies.

(c) Required Authorizations. There is no requirement to make any material filing with, give any material notice to, or obtain any material Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement, except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter.

(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Material Contract to which Elite or any Purchased Company is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter.

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(e) Authorized and Issued Capital. Section 3.1(e)(i) of the Disclosure Letter sets out (i) the authorized capital and (ii) the issued and outstanding capital of Elite and each Purchased Company as of the date hereof, all of which (and no more) have been duly issued and are outstanding as fully paid and non-assessable. No prospectus or registration statement (as such terms are defined in the U.S. Securities Act) has been filed by the Company in the United States and there is no public market for the Purchased Interest. All of the issued and outstanding equity interests of each Subsidiary are owned solely by one or more of the Purchased Companies, as set out in Section 3.1(e)(ii) of the Disclosure Letter, as the registered and beneficial owner, free and clear of all liens, except for Permitted Liens.

(f) No Other Agreements to Purchase. Except in respect of the Purchaser’s right under this Agreement, and, in respect of Elite, the right of the Company to cause a transfer of the issued securities of Elite pursuant to the nominee and pledge agreement dated May 1, 2018 between the Company and the holder of the securities of Elite, no Person has any Contact, option or warrant or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of Elite or any Purchased Company.

(g) Dividends and Distributions. Except as set forth on Section 3.1(g) of the Disclosure Letter, since the Balance Sheet Date, no Purchased Company has, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares or equity interests of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or equity interests of any class or agreed to do so.

(h) Books and Records. Except as set forth on Section 3.1(h) of the Disclosure Letter, the Books and Records are complete and accurate in all material respects, and all proceedings and actions (including all meetings, passing of resolutions, transfers, elections and appointments) are reflected in the Books and Records and have been conducted or taken in compliance with all applicable Laws and with the Organizational Documents of such Purchased Company in all material respects.

General Matters Relating to the Business

(i) Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, neither Elite nor any Purchased Company has:

(i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000;

(ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser;

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(iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000, except between any Purchased Company, on the one hand, and Elite, on the other hand, or between Elite, on the one hand, and Priority, on the other hand;

(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000, except between any Purchased Company, on the one hand, and Elite, on the other hand, or between Elite, on the one hand, and Priority, on the other hand;

(v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause;

(vii) entered into any Contract with an Affiliate that is not on arms-length terms;

(viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of Elite or any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract;

(x) increased the benefits to which employees of Elite or any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee;

(xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000;

(xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by Elite or the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000;

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(xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business. Elite or any Purchased Company in excess, individually or in the aggregate, of $250,000;

(xiv) cancelled or materially reduced any of its insurance coverage;

(xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure;

(xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes;

(xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions);

(xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or

(xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

(j) [Reserved.]

(k) Compliance with Laws. Elite and each Purchased Company is conducting and has at all times over the past three years conducted the Business in compliance, in all material respects, with all applicable Laws.

(l) Authorizations. All Authorizations material to Elite and any Purchased Company or the Business are listed in Section 3.1(l) of the Disclosure Letter (each a “Material Authorization”). As of the date hereof, Elite or one or more of the Purchased Companies owns, holds, possesses or lawfully uses in the operation of the Business, all Material Authorizations in compliance, in all material respects, with all applicable Laws. Each Material Authorization is valid, subsisting and in good standing, neither Elite nor Purchased Company is in material default or material breach of any Material Authorization and no proceeding is pending or, to the knowledge of the Sellers, threatened to revoke or limit any Material Authorization.

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(m) Compliance with Health Care Laws.

(i) Neither Elite, the Purchased Companies nor, to the knowledge of the Sellers, any Person acting with authorization on Elite’s or the Purchased Companies’ behalf has committed any action, entered into any Contract or undertaking, or taken or omitted to take any other action of any nature whatsoever that was or is a material violation or prohibited act under any applicable state or federal Health Care Laws. Neither Elite, the Purchased Companies nor, to the knowledge of Sellers, any Person acting with authorization on Elite’s or the Purchased Companies’ behalf have received notice or other communications of any alleged violations or non-compliance with the same.

(ii) All billing practices of Elite and the Purchased Companies and, to the knowledge of the Sellers, of any Person or agent acting with authorization on behalf of Elite or any Purchased Company, have been in material compliance with all applicable Laws, including all state or federal Health Care Laws and insurance Laws, enforceable Contracts requirements and all applicable and binding policies and procedures of Government Reimbursement Programs and private payors with which Elite or any Purchased Company or any of Elite’s or a Purchased Company’s Health Care Providers have a Contract or otherwise participate or provides services. Elite and each Purchased Company that participates in a Government Reimbursement Program or with any private payor programs and each of their Health Care Providers is: (i) eligible to receive payment without restriction under the Government Reimbursement Programs for services provided to qualified beneficiaries; and (ii) qualified to participate in and has current provider agreements (with one or more provider numbers) with the Government Reimbursement Programs and/or their fiscal intermediaries. All of the provider numbers used by Elite or the Company in Government Reimbursement Programs are listed in Section 3.1(m)(ii) of the Disclosure Letter. Neither Elite, any Purchased Company nor, as to and on behalf of Elite or the Purchased Companies, any of Elite’s or the Purchased Companies’ respective owners, officers, directors, managers, employees, nor, to the knowledge of the Sellers, as to and on behalf of Elite or the Purchased Companies, any of Elite or the Purchased Companies’ agents or independent contractors, has billed or received any payment or reimbursement materially in excess of amounts allowed by applicable Laws, including Health Care Laws such as the Stark Law, the federal Anti-Kickback Statute, and their applicable state equivalents, or any Contract in connection with any services rendered by or on behalf of Elite or the Purchased Companies (or, with respect to the Business, to the extent any such Person received excess payments, such Person refunded the excess payment to the appropriate individual/third party payor in a timely manner and such Person had no fraudulent intent with respect to such excess payment).

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(iii) Neither Elite, the Purchased Companies, the Sellers, nor, any Person acting with authorization on behalf of Elite or the Purchased Companies, has directly or indirectly: (i) offered or paid (or attempted to offer or pay) or received any remuneration, in cash or in kind, to or from, or made any financial arrangements with, any past, present or potential patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or any other Person in violation of any Health Care Laws to obtain business or payments from such patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or other Person; (ii) made or agreed to make, or has knowledge that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where either the contribution, payment or gift, or the purpose of such contribution, payment or gift, is or was illegal under the Laws of any Governmental Entity having jurisdiction over such payment, contribution or gift; or (iii) made, or agreed to make, or has knowledge that there has been made or that there is any agreement to make, any payment to any Person, with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in any documents supporting such payment.

(iv) Neither Elite, the Purchased Companies, the Sellers, nor, to the knowledge of the Sellers, any Person acting with authorization on behalf of Elite, the Purchased Companies, is a party to any Contract, lease agreement, or other arrangement (including any consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person, who is in a position to make or influence referrals to or otherwise generate business for or from Elite or the Purchased Companies, the Owners, the Health Care Providers, or such Persons, other than Contracts or Leases (including any consulting Contracts) which are in material compliance with all applicable Health Care Laws.

(v) No owner, employee or independent contractor of Elite or the Purchased Companies is or, to the knowledge of the Sellers, has been excluded from participating in any state or federal health care program, or is or, to the knowledge of the Sellers, has been subject to sanction or is or, to the knowledge of the Sellers, has been convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. Without limiting the foregoing, none of the officers, directors, managers, agents or managing employees (as such term is defined in 42 U.S.C. §1320a-5(b)) of Elite or the Purchased Companies is or, to the knowledge of the Sellers, was excluded from any state or federal health care program, or is or, to the knowledge of the Sellers,

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was subject to sanction or is or, to the knowledge of the Sellers, was convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. No claims, actions, proceedings or investigations that would reasonably be expected to result in such a debarment, disqualification, or exclusion are pending or, to the knowledge of the Sellers, threatened against any of the foregoing Persons.

(vi) Neither Elite, nor any Person on Elite or a Purchased Company’s behalf has, in the past six years, received any notice of intent by any Governmental Entity responsible for the enforcement of Health Care Laws to conduct an investigation relating to Elite or the Purchased Companies and no such investigation or other action is in progress or, to the knowledge of the Sellers, threatened. There are no facts or circumstances that could constitute a reasonable basis for such investigation or other action that could lead to a finding of a material violation of Health Care Laws.

(vii) Elite and the Purchased Companies, respectively, have and at all relevant times have had all Permits necessary to permit Elite and the Purchased Companies to conduct the Business as it is presently conducted or as it has been conducted at that time, and all of those Permits that must currently be held are valid and in full force and effect, and no such Permit is subject to termination, suspension, withdrawal, cancellation, modification, or other such adverse action as a result of any action or omission by Elite or the Purchased Companies, the Closing of this Agreement, or consummation of the transaction contemplated thereby. Section 3.1(m)(vii)(A) of the Disclosure Letter contains a list of all material Permits held by Elite and/or the Purchased Companies. Except as forth in Section 3.1(m)(vii)(B) of the Disclosure Letter, no filing with, notice to or consent from any Governmental Entity is required in connection with the transactions contemplated by this Agreement in order for a Permit to remain in full force and effect following the Closing. Elite and the Purchased Companies have at all times each timely filed all material forms, applications, reports, statements, data and other information required to be filed with Governmental Entities with respect to the Business.

(viii) Section 3.1(m)(viii) of the Disclosure Letter contains a complete and accurate list of all Permits held by Elite and/or the Purchased Companies and all Health Care Providers. The Sellers shall deliver to the Purchaser, prior to the Closing Date, copies of all medical licenses required for the practice of medicine by the Health Care Providers in the State of Georgia. Each Health Care Provider is duly licensed under the Laws of each state where such Health Care Provider is required to be licensed under applicable Health Care Laws, as disclosed in Section 3.1(m)(viii) of the Disclosure Letter. None of the Health Care

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Providers have, while employed or engaged by Elite, the Purchased Companies or their respective Affiliates: (i) had his or her professional license, Drug Enforcement Agency number, Medicare provider status, or staff privileges at any hospital or medical facility, suspended, relinquished, terminated or revoked; (ii) been reprimanded, sanctioned or disciplined by any licensing board or any federal, state or local society or agency, Governmental Entity, hospital, third party payor or specialty board; or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.

(ix) Elite and each Purchased Company has at all times complied with, and is currently in material compliance with, HIPAA, as well as other applicable federal and state privacy, security, breach notification, and consumer protection laws, and contractual commitments (collectively, the “Privacy and Security Requirements”). Elite and each Purchased Company has entered into business associate agreements and/or obtained all consents and authorizations as and to the extent required by, and in accordance with, HIPAA and taken additional required steps to assure themselves of the ability and commitment of each third party acting as a HIPAA “business associate” to Elite or the Purchased Company to conform to applicable Privacy and Security Requirements. Neither Elite nor any Purchased Company is in breach of any business associate agreement, nor has Elite or any Purchased Company been the subject of any complaints or proceedings with respect to allegations of noncompliance with Privacy and Security Requirements and, except as set forth on Section 3.1(m)(ix) of the Disclosure Letter to this Agreement, has not been obligated to make any notification of a breach of protected health information or Personal Data to individuals, the media, the Secretary of the U.S. Department of Health and Human Services, any other Governmental Entity, or any other third party pursuant to Privacy and Security Requirements.

(x) To the knowledge of the Sellers, no Person has gained unauthorized access to or engaged in unauthorized processing of (i) any Personal Data held by Elite or a Purchased Company or any other Person on its behalf; or (ii) any databases, computers, servers, storage media (e.g., backup tapes), network devices, or other devices or systems that processes such Personal Data.

(xi) Elite and each Purchased Company implements, materially follows and clearly and conspicuously posts privacy policies providing complete and accurate notice of the data privacy, data protection and data security practices of Elite and a Purchased Company regarding the processing of Personal Data in connection with the operation of the Business. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (i) will violate such privacy policies as they currently exist or as they existed at any time during which any of the Personal Data or other data was collected or obtained or (ii) applicable Health Care Laws.

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Matters Relating to the Assets

(n) Sufficiency of Assets. The Business is the only business operation carried on by Elite and the Purchased Companies as of the date hereof. The Assets include all rights and property necessary to enable Elite and the Purchased Companies to conduct the Business as presently conducted. With the exception of inventory, motor vehicles or equipment in transit, all of the material Assets are situated at the Leased Properties.

(o) Title to the Assets. Elite and each Purchased Company owns (with good title), or has a valid leasehold interest in, all of the material Assets used or held for use by it, including all the material Assets reflected as being owned or leased, respectively, by Elite or such Purchased Company in its financial Books and Records, except for Assets disposed of by Elite or such Purchased Company in the Ordinary Course after the Balance Sheet Date. Elite and each Purchased Company has legal and beneficial ownership of its owned Assets free and clear of all Liens, except for Permitted Liens. No other Person owns any material Assets which are being used in the Business except for the Leased Properties, the personal property leased by one or more of Elite and the Purchased Companies pursuant to the Material Contracts, the Intellectual Property licensed to one or more of Elite and the Purchased Companies, or as disclosed in Section 3.1(o) of the Disclosure Letter.

(p) No Options, etc. to Purchase Assets. No Person has any Contract, option, understanding, or any right or privilege capable of becoming such for the purchase or other acquisition from Elite or any Purchased Company of any of the material Assets, other than (i) Assets which are obsolete; (ii) Assets which individually or in the aggregate do not exceed $250,000; or (iii) inventory to be sold in the Ordinary Course.

(q) Condition of Tangible Assets. The Assets of Elite and each Purchased Company, taken as a whole, are structurally sound, in good operating condition and repair (subject to normal wear and tear, normal outages and normal requirements for replacements of such assets) having regard to their use and age and are adequate and suitable for the uses to which they are presently being put, except as would not reasonably be expected to result in material liability or materially impair the Business.

(r) Owned Property. None of Elite or any of the Purchased Companies owns or has ever owned any real property.

(s) Leases. Section 3.1(s) of the Disclosure Letter sets out all of the real properties leased by Elite and any Purchased Company. True and complete copies of all Leases have been provided to the Purchaser and Section 3.1(s) of the Disclosure Letter accurately sets out a description of the leased premises by municipal address. Each Lease is legal, valid, binding enforceable and in full force and effect.

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(t) Material Contracts. Except for the Contracts described in Section 3.1(t) of the Disclosure Letter, the Leases, the Contracts listed in Section 3.1(x) of the Disclosure Letter and the Employment Contracts listed in Section 3.1(ff)(viii) of the Disclosure Letter (collectively, the “Material Contracts”), neither Elite nor any Purchased Company is a party to or bound by:

(i) any continuing Contract involving the performance of services, delivery of goods or materials, or payments to or by one or more of Elite and the Purchased Companies, of an amount or value in excess of $250,000;

(ii) any Contract involving payments to or by one or more of Elite and the Purchased Companies of an amount or value in excess of $250,000 per year that expires less than a year after the date of this Agreement, or that cannot be terminated by Elite or a Purchased Company with less than 60 days’ notice;

(iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with, or in accordance with any pending amendments to, U.S. GAAP;

(iv) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person, other than standard indemnification and similar provisions in any Contract with customers, suppliers, insurers, payors or healthcare providers;

(v) employee leasing or contracting agreements or any Contract with a professional employer organization;

(vi) any Contract in respect of the Intellectual Property or Software owned by, licensed to or used by Elite or any Purchased Company, in each case, other than (A) licenses for generally commercially available, off the shelf software used by Elite or any Purchased Company; (B) agreements entered into by Elite or any Purchased Company with customers in the Ordinary Course; (C) non-exclusive licenses granted in the Ordinary Course;

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(vii) any Contract for payment or reimbursement for provision of health care services by an insurance or other payor in excess of $250,000 per year;

(viii) any Contract for capital expenditures in excess of $250,000 in the aggregate;

(ix) any confidentiality, secrecy, non-disclosure or exclusivity Contract or any Contract limiting the freedom of Elite or any Purchased Company to engage in any line of business, compete with any other Person, solicit any Persons for any purpose, or otherwise to freely conduct its business;

(x) any Contract pursuant to which Elite or any Purchased Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property with a value in excess of $50,000;

(xi) any distributor, sales, advertising, agency or manufacturer’s representative Contract with annual payments in excess of $250,000;

(xii) any Contract for the purchase of real property;

(xiii) any Contract with any Affiliate that is not on arms-length terms; and

(xiv) any Contract that is material to the Business with annual payments in excess of $250,000.

(u) No Breach of Material Contracts. Elite and each Purchased Company has performed all of the material obligations required to be performed by it under the Material Contracts in all material respects. To the knowledge of the Sellers, neither Elite nor any Purchased Company has received written notice alleging that it is in default of any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect, and there exists no material default or event, occurrence, condition or act (including the transactions contemplated herein) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default of Elite or any Purchased Company or, to the knowledge of the Sellers, any of Elite’s or a Purchased Company’s counterparty under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Purchaser.

(v) [Reserved].

(w) Accounts Receivable. All Accounts Receivables of the Purchased Companies reflected on the Latest Balance Sheet represent valid obligations arising from bona fide sales made or services performed in the Ordinary Course. All Accounts Receivable are, subject to reserves, refunds, allowances and chargebacks that are consistent with past practice and have been accounted for in accordance with U.S. GAAP, collectible in accordance with their terms at their recorded amounts without set off or counterclaim.

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(x) Intellectual Property.

(i) Section 3.1(x) of the Disclosure Letter sets out all (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) material common law trademarks, trademark registrations and applications, business names, corporate names, trade names and logos; (iii) copyright registrations and applications, and (iv) domain name registrations, website names and world wide web addresses, in each case that are owned by Elite or the Purchased Company so indicated. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, except as set out therein (x) Elite or the applicable Purchased Company is the sole owner and possesses all right, title and interest in and to the item, free and clear of all Liens (other than Permitted Liens), and (y) no action, suit, proceeding, arbitration, investigation, charge, complaint, claim, or demand is pending, other than in the Ordinary Course, or, to the knowledge of the Sellers, is threatened, that challenges the legality, validity, enforceability, registration, use or ownership of the item. Except as set out in Section 3.1(x) of the Disclosure Letter or other than in the Ordinary Course, each such registration, filing, issuance and/or application (A) has not been abandoned or cancelled, (B) has been maintained effective by requisite filings, renewals and payments, and (C) remains in full force and effect. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, a list of all jurisdictions in which such Intellectual Property listed is registered or registrations have been applied for and all registration and application numbers.

(ii) Except as set out in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, (i) neither Elite nor any Purchased Company is infringing upon, misappropriating or otherwise violating any copyrights or trade secrets of any Person, (ii) neither Elite nor any Purchased Company is infringing upon, misappropriating or otherwise violating any Intellectual Property (other than copyrights and trade secrets) of any Person, (iii) neither Elite nor Purchased Company has received from any Person in the past twelve months any written notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by Elite or any Purchased Companies of the Intellectual Property of any Person. To the knowledge of the Sellers, no Person is infringing, misappropriating, or otherwise violating the Intellectual Property of Elite or any Purchased Company in any manner that will have a Material Adverse Change of the Purchased Companies.

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(iii) Section 3.1(x) of the Disclosure Letter sets out material Intellectual Property of third parties licensed by Elite or the Purchased Companies in the Business other than over-the-counter Software. Except as set forth in Section 3.1(x) of the Disclosure Letter, Elite and each Purchased Company uses the Intellectual Property of third parties only pursuant to written license agreements (collectively, the “Third Party Licenses”) and, to the knowledge of the Sellers, neither Elite nor any Purchased Company has exercised any rights, including without limitation any use, reproduction, distribution or derivative work rights, outside the scope of any Third Party Licenses.

(iv) Except as set forth in Section 3.1(x) of the Disclosure Letter, the Intellectual Property listed therein, together with the Third Party Licenses, constitutes all material Intellectual Property used by Elite or the Purchased Companies in the Business.

(v) Except as set forth in Section 3.1(x) of the Disclosure Letter, Elite and each Purchased Company has taken commercially reasonable actions to protect, preserve and maintain its Intellectual Property and to maintain the confidentiality and secrecy of and restrict the improper use of confidential information, trade secrets and proprietary information under applicable Law. Except as set forth in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, there has been no unauthorized disclosure of any trade secrets or proprietary information of Elite or any Purchased Company.

(vi) Except as set forth in Section 3.1(x) of the Disclosure Letter, following the Closing, no Seller or any Affiliate of any Seller will retain or use any of the Intellectual Property owned by, licensed to or used by Elite or any Purchased Company in connection with the Business.

(y) Software and Technology.

(i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by Elite and any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of Elite or any Purchased Company has been disclosed to a third party.

(ii) Neither Elite nor the Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business.

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(iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies Elite and each Purchased Company has in place.

(iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of Elite and each Purchased Company and a complete list of material interruptions in the technology support of Elite and each Purchased Company that have occurred in the past two (2) years and a description of the source and Elite or such Purchased Company’s responses to such interruption.

(z) Inventories. The inventory of each Purchased Company reflected on the Latest Balance Sheet is of a quality and quantity usable and saleable by such Purchased Company in the Ordinary Course, subject to the reserve for inventory write-downs set forth in the Latest Balance Sheet.

Financial Matters

(aa) Books and Records. All accounting and financial Books and Records of the Purchased Company have been fully, properly and accurately kept and completed in all material respects. At the Closing, all Books and Records will be in the possession of the Purchased Companies.

(bb) Financial Statements. The unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ending December 31, 2018 (excluding the notes thereto and normal year-end adjustments that are not material to the Purchased Companies, individually or in the aggregate) have been prepared in accordance with U.S. GAAP and consistently applied throughout the periods indicated (subject to the exceptions set forth in Section 3.1(bb) of the Disclosure Letter) and each presents fairly:

(i) the financial position of the Company and its Subsidiaries as at the respective dates of the relevant statements; and

(ii) the operating results and cash flows of the Company and its Subsidiaries during the periods covered by the Financial Statements, as the case may be.

True, correct and complete copies of the Financial Statements are attached to Section 3.1(bb) of the Disclosure Letter.

(cc) No Liabilities. No Purchased Company has any liability or obligation of any nature that would be required to be included in the Financial Statements under U.S. GAAP other than (i) liabilities or obligations to the extent shown on the Latest Balance Sheet; (ii) current liabilities incurred in the Ordinary Course since the Balance Sheet Date; and (iii) as disclosed in Section 3.1(cc) of the Disclosure Letter.

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(dd) Bank Account and Powers of Attorney. Section 3.1(dd) of the Disclosure Letter is a correct and complete list showing (i) the name of each bank in which Elite or any Purchased Company has an account or safe deposit box and the names of all Persons authorized to draw on the account or to have access to the safety deposit box, and (ii) the names of all Persons holding powers of attorney from Elite or any Purchased Company. Copies of the powers of attorney have been provided to the Purchaser.

Particular Matters Relating to the Business

(ee) Environmental Matters.

(i) Except as set forth in Section 3.1(ee)(i) of the Disclosure Letter, to the knowledge of the Sellers, none of the Leased Properties have asbestos, asbestos-containing materials, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them in violation of Environmental Laws and for which Elite or the Purchased Companies are responsible.

(ii) Except as set forth Section 3.1(ee)(ii) of the Disclosure Letter, neither Elite nor any Purchased Company has transported, removed or disposed of any hazardous waste to a location outside of the United States in violation of Environmental Laws.

(iii) Except as set forth in Section 3.1(ee)(iii) of the Disclosure Letter, neither Elite nor any Purchased Company has been required by any Governmental Entity to (i) alter any of the Leased Properties in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property, which has not been completed to the extent required by Environmental Law.

(iv) The Purchaser has been provided all material retainer letters, reports and documents relating to the environmental matters affecting Elite or any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers. Copies of all such letters, reports and documents have been provided to the Purchaser. To the knowledge of the Sellers, there are no other material reports or documents relating to environmental matters affecting Elite or any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers which have not been made available to the Purchaser whether by reason of confidentiality restrictions or otherwise.

(v) To the knowledge of the Sellers, no real property currently or formerly owned, operated or leased by Elite or the Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

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(ff) Employees.

(i) Elite and each Purchased Company: (i) is, and at all times has been, in all material respects, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Laws relating to discrimination, harassment, wages and hours, overtime exemption classification, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy right, retaliation, immigration, wrongful discharge, or other violation of the rights of employees, former employees or employment candidates; (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice).

(ii) Elite does have any employees.

(iii) Neither Elite nor any Purchased Company has, in the last three years or currently is, engaged in any unfair labor practice.

(iv) Neither Elite nor any Purchased Company is a party to, or bound by, any Collective Agreement with respect to the employees of any Purchased Company nor is any such Contract presently being negotiated, nor is there any duty on the part of Elite or any Purchased Company to bargain with any labor organization, union or employee association in respect of the employees of any Purchased Company.

(v) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of any Purchased Company by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Sellers, threatened to apply to be certified as the bargaining agent of any employees of any Purchased Company. To the knowledge of the Sellers, there are no threatened or pending union organizing activities or proceedings involving any employees of any Purchased Company and no such event has occurred within the last three years. There is no labor strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Sellers, threatened against any Purchased Company and no such event has occurred within the last three years.

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(vi) There are no actions, suits, claims, audits, investigations, or administrative matters pending, or, to the knowledge of the Sellers, threatened against Elite or any Purchased Company or any of its employees relating to any employee, Employment Contracts or Employee Plans. Neither Elite nor any Purchased Company is a party to a conciliation agreement, consent decree, or other Contract or order with any Governmental Entity with respect to employment practices.

(vii) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Employee Plans have either been paid or are accurately reflected in the Books and Records. The Sellers have provided to the Purchaser all written policies or in the case of oral policies, have described same on Section 3.1(ff)(vii) of the Disclosure Letter, relating to paid time off or expense reimbursement for employees whether they are reimbursed on an individual or collective basis.

(viii) Section 3.1(ff)(viii) of the Disclosure Letter contains a correct and complete list of each employee, whether actively at work or not, showing their salaries, wage rates, commissions, bonus arrangements, benefits, positions, status as full-time or part-time employees, status as an exempt or non-exempt employee, location of employment, name of employer, anticipated date of return to service for each employee on leave, cumulative length of service with any Purchased Company and whether they are subject to a written Employment Contract.

(ix) Current and complete copies of all Employment Contracts have been delivered or made available or described to the Purchaser.

(x) Except as disclosed in Section 3.1(ff)(x) of the Disclosure Letter, the employment of the employees of each Purchased Company is terminable by such Purchased Company at will, and no employee of any Purchased Company has any agreement as to length of notice or severance payment required to terminate his employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(xi) Except as disclosed in Section 3.1(ff)(xi) of the Disclosure Letter there are no severance, compensation, change of control, employment, retention or other Contracts or benefit plans with current or former employees providing for cash or other compensation, benefits or acceleration of benefits upon the consummation of, or relating to, the transactions contemplated by this Agreement, including a change of control of Elite or the Purchased Company or any of its Subsidiaries.

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(xii) Section 3.1(ff)(xii) of the Disclosure Letter contains a correct and complete list of each current independent contractor or consultant who has received or may be entitled to receive in excess of $250,000 in any 12 month period from Elite or any Purchased Company, including their names, compensation, a description of such Person’s services, and whether they are subject to a written Contract. Current and complete copies of all such Contracts have been delivered or made available to the Purchaser. Each independent contractor or consultant, whether or not disclosed on Section 3.1(ff)(xii) of the Disclosure Letter, has been properly classified by Elite or the applicable Purchased Company as an independent contractor rather than as an employee, and neither Elite nor any Purchased Company has received any notice from any Person or Governmental Entity disputing such classification.

(xiii) The Sellers have provided to the Purchaser all inspection reports issued under Occupational Safety and Health Act of 1970 or any other occupational health and safety Law (“OSHA Law”). There are no outstanding inspection orders or any pending or, to the knowledge of the Sellers, threatened assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to OSHA Law or any workers’ compensation Law and neither Elite nor any Purchased Company has been reassessed under such Laws during the past three years and, to the knowledge of the Sellers, no audit of Elite or any Purchased Company is currently being performed by any Governmental Entity with responsibility for workers’ compensation or occupational safety and health. There are no claims or potential claims which may materially adversely affect Elite or any Purchased Company’s accident cost experience in respect of the Business, and there have been no fatal or OSHA Law reportable accidents that could lead to charges under any OSHA Law.

(xiv) To the knowledge of the Sellers, all employees, officers and directors of Elite and each Purchased Company are legally authorized to work in the United States. Elite and each Purchased Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, officers and directors including the Form I-9. Each Purchased Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with such Purchased Company and has retained a Form I-9 for each former employee of such Purchased Company for a period of one year from the date of termination of such employee or three years from the date of hire, whichever is later. No audit by a Governmental Entity is being conducted, or is pending, in respect of any employees of any Purchased Company and no charge or complaint is pending, or to the knowledge of the Sellers, threatened, under the Immigration Reform and Control Act of 1986 against Elite or any Purchased Company. Neither Elite nor any Purchased Company

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has received any notice from any Governmental Entity that Elite or such Purchased Company is in violation of any Law pertaining to immigration control or that any current, former employee, officer or director of Elite or such Purchased Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number.

(gg) Employee Plans.

(i) Section 3.1(gg)(i) of the Disclosure Letter lists and describes all material Employee Plans. The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to Elite or any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this provision.

(ii) The Purchased Companies do not maintain, sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan is: (i) a Multiemployer Plan, (ii) a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, the Purchased Companies do not have and no Employee Plan provides any liabilities with respect to the provision of health or other welfare benefits to former employees or other terminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, and are in material compliance with, the requirements of COBRA.

(iii) All Employee Plans have been established, administered and operated, in all material respects, in accordance with all Laws. To the knowledge of the Sellers, neither the Company, nor any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any Employee Plan. Each Employee

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Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is a pre-approved plan, the sponsor of which was received a favorable opinion letter from the Internal Revenue Service on the form of such Employee Plan that such form of plan is so qualified and, to the knowledge of the Sellers, there are no facts or circumstances that are reasonably expected to adversely affect the qualification of any such Employee Plan. No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened.

(iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records.

(v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws.

(vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made.

(vii) Except as set forth on Section 3.1(gg)(vii) of the Disclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan.

(viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan.

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(ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to any Taxes, including those imposed under Sections 4999 or 409A of the Code.

(hh) Insurance. Section 3.1(hh) of the Disclosure Letter contains a correct and complete list of insurance policies to which Elite or any Purchased Company is a party, an insured or a beneficiary or under which Elite or any Purchased Company or any officer or director of Elite or a Purchased Company is covered, setting out, in respect of each policy, the type of policy, the name of insurer, the expiration date, the annual premium and any pending claims. Neither Elite nor any Purchased Company is in material default with respect to any of the provisions contained in the insurance policies and neither Elite nor any Purchased Company has failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. Neither Elite nor any Purchased Company has received any written refusal of insurance coverage or any written notice that a defense will be afforded with reservation of rights. Section 3.1(hh) of the Disclosure Letter includes a list setting forth any and all claims, with reasonable particulars, not ultimately covered by insurance maintained by or for the benefit of Elite or any Purchased Company over the past three calendar years prior to the date hereof. Copies of all insurance policies of Elite and each Purchased Company and the most recent inspection reports received from insurance underwriters, if any, have been delivered to the Purchaser.

(ii) Litigation. Except as described in Section 3.1(ii) of the Disclosure Letter, there are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving Elite or any Purchased Company, pending, or, to the knowledge of the Sellers, threatened, against Elite or any Purchased Company, other than as may involve Elite or a Purchased Company in the Ordinary Course. Neither Elite nor any Purchased Company is subject to any judgment, order or decree entered in any lawsuit or proceeding nor has Elite or any Purchased Company settled any claim prior to being prosecuted in respect of it within the past three years, in each case in excess of $250,000.

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(jj) Taxes.

(i) Each Purchased Company has paid all Taxes which are due and payable within the time required by applicable Law, and has paid all assessments and reassessments it has received in respect of Taxes. Each Purchased Company has provided full and adequate provision in accordance with U.S. GAAP in the Financial Statements for all Taxes for periods to which they relate which are not yet due and payable. Since the date of such Financial Statements, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. No Purchased Company has received any refund of Taxes to which it is not entitled.

(ii) The Purchased Companies have filed or caused to be filed with the appropriate Governmental Entity, within the times and in the manner prescribed by applicable Law, all material Tax Returns which are required to be filed by or with respect to it. The information contained in such Tax Returns is correct and complete in all material respects and such Tax Returns reflect accurately in all material respects the calculation of taxable income.

(iii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Purchased Companies (other than extensions for the filing of Tax Returns in the Ordinary Course).

(iv) There are no written claims, actions, suits, audits, proceedings, investigations or other actions pending against the Purchased Companies in respect of Taxes and, to the knowledge of the Sellers, there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against the Purchased Companies by a Governmental Entity. No Purchased Company is negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Entity and none of the Purchased Companies has received any indication from any Governmental Entity that an assessment or reassessment is proposed or may be proposed in respect of any Taxes for any period ending on or prior to the Closing Date.

(v) Each Purchased Company has withheld and collected all amounts required by applicable Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any applicable Law.

(vi) No claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Purchased Companies do not file Tax Returns that the Purchased Companies are or may be subject to Tax by that jurisdiction.

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(vii) No Purchased Company is party to or bound by any tax sharing agreement, tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity) other than pursuant to Contracts entered into in the Ordinary Course not primarily related to Taxes.

(viii) None of the representations set forth in this Section 3.1(jj) shall be interpreted as providing any representation, warranty or other assurance regarding the existence, amount, value or condition in any taxable period (or portion thereof) beginning after the Closing Date of (i) any accounting methods, (ii) Tax assets or Tax attributes of any Purchased Company (including, but not limited to, any Tax loss carryforward or the Tax basis of any asset) from any taxable period (or portion thereof) ending on or before the Closing Date, or (iii) the ability of the Purchaser or any of its Affiliates (including, on or after the Closing Date, any Purchased Company) to utilize such accounting methods, Tax assets or Tax attributes in any taxable period (or portion thereof) beginning after the Closing.

(kk) Privacy and Security.

(i) Elite and each Purchased Company has at all times taken all reasonable steps (including, without limitation, implementing, maintaining, and monitoring compliance with government-issued or industry standard measures with respect to administrative, technical, and physical security) to ensure that all Personal Data in its possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure, or other misuse. To the knowledge of the Sellers, there has been no known or suspected unauthorized access, use, or disclosure of Personal Data in the possession or control of Elite or any Purchased Company or any of its contractors with regard to any Personal Data obtained from or on behalf of Elite and the Purchased Company, nor, to the knowledge of the Sellers, have there been any unauthorized intrusions or breaches of security into Elite or any Purchased Company systems.

(ii) Elite and each Purchased Company is in material compliance with its contractual commitments to protect payment card information data, consistent with the Payment Card Industry Data Security Standards applicable to merchants.

(iii) Elite and each Purchased Company has at all times contractually required all third parties, including vendors, Affiliates, and other persons providing services to Elite or such Purchased Company that have access to or receive Personal Data from or on behalf of Elite or such Purchased Company to comply with all applicable Privacy and Security Requirements, and to take all reasonable steps to ensure that Elite and all Purchased Company Personal Data in such third parties’ possession or control is protected against damage, loss, and unauthorized access, acquisition, use, modification, disclosure, or other misuse.

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(iv) Elite and each Purchased Company has a written privacy policy which governs the collection, storage, use and disclosure of personal information and Elite and each Purchased Company is in compliance in all material respects with such policy.

(ll) No Brokers. Neither Elite nor any Purchased Company, nor any of their representatives, has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

(mm) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Purchaser and the Parent in Section 4.1 and Section 4.2, (a) the Sellers and the Principals, each on its own behalf and on behalf of each of their respective representatives, acknowledge and agree that (i) neither the Purchaser nor the Parent are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Purchaser or the Parent or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchaser or the Parent furnished to any Seller or Principal or any of their respective representatives or made available to any Seller or Principal in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no representative of the Purchaser or the Parent has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Sellers and Principals specifically disclaim that any of them is relying upon or has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that the Purchaser and the Parent have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Sellers and Principals specifically disclaim any obligation or duty by the Purchaser or the Parent to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 4.1 and Section 4.2, respectively; except, in the case of either clause (a), (b) or (c) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record, or to the extent such obligation or duty is required of Parent in relation to its obligations under the Securities Act or other applicable Laws.

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(nn) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) none of the Sellers, the Principals or any Purchased Company shall be deemed to make to the Purchaser or the Parent any representation or warranty other than as expressly made by the Sellers in this Agreement and (ii) none of the Sellers, the Principals or any Purchased Company makes any representation or warranty to the Purchaser or the Parent with respect to (A) any projections, estimates or budgets heretofore delivered to or made available to the Purchaser, the Parent or their respective counsel, accountants or advisors of future revenues, future expenses or expenditures or future results of operations of any Purchased Company or (B) except as expressly covered by a representation and warranty contained in this Section 3.1 or Section 3.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Purchaser, the Parent or their respective counsel, accountants or advisors with respect to any Purchased Company. The Purchaser and the Parent each hereby acknowledges and agrees to such disclaimers.

Section 3.2 Representations and Warranties Regarding the Sellers.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each Seller represents and warrants to the Purchaser as of the date hereof as follows:

(a) Formation and Qualification. Such Seller is duly formed and existing under the laws of the jurisdiction of its organization and has the power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Authorization. The execution, delivery of and performance by such Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by it have been duly authorized by all necessary action on the part of such Seller.

(c) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.2(c) of the Disclosure Letter and the consents, approvals and waivers described or disclosed in Section 3.2(d) of the Disclosure Letter, the execution, delivery and performance by such Seller of this Agreement and the consummation of the transaction of purchase and sale contemplated by this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of such Seller’s Organizational Documents, if any;

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(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts to which such Seller is a party or pursuant to which any of its assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by such Seller in connection with the ownership of the Purchased Interest or the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which such Seller is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.2(d) of the Disclosure Letter or except where the failure to obtain such consent, approval or waiver would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(e) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which it is a party has been duly executed and delivered by such Seller, and constitutes a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(f) No Other Agreements to Purchase. Except for the Purchaser’s right under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual granted by such Seller) capable of becoming such for the purchase or acquisition from such Seller of any Purchased Interest of such Seller.

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(g) Title to Purchased Interest. Such Seller owns the Purchased Interest set out opposite its name on Schedule A. Such Seller owns such Purchased Interest as the registered and beneficial owner, free and clear of all Liens other than those restrictions on transfer, if any, contained in the Organizational Documents of the Company. Upon the Closing, such Seller will transfer to the Purchaser good and valid title to such Seller’s Purchased Interest, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the Organizational Documents of the Company, and (ii) Liens granted by the Purchaser.

(h) Residence. Such Seller is a resident of the United States within the meaning of the Code.

(i) No Brokers. Neither it nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

Section 4.1 Representations and Warranties of the Purchaser.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Purchaser represents and warrants to the Sellers and the Principals as of the date hereof as follows:

(a) Formation and Corporate Power. The Purchaser is an entity that is duly formed and validly existing under the laws of the jurisdiction of its organization. The Purchaser has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Corporate Authorization. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by them have been duly authorized by all necessary corporate action on the part of the Purchaser.

(c) No Conflict. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

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(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Purchaser is a party have been duly executed and delivered by the Purchaser and constitute legal, valid and binding agreements of the Purchaser, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Purchaser, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which Purchaser is a party to any of the transactions contemplated by this Agreement, except where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Purchaser pending, or, to the knowledge of the Purchaser, threatened against the Purchaser, which would materially adversely affect the Purchaser’s performance under this Agreement or the consummation of the transactions contemplated hereby.

(h) Investment Representation. The Purchaser is acquiring the Purchased Interest for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any securities Laws.

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(i) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will be able to pay their respective debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Purchaser.

(j) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Sellers in Section 3.1 and Section 3.2, (a) the Purchaser, on its own behalf and on behalf of each of its representatives, acknowledges and agrees that (1) neither the Sellers, the Principals, nor the Purchased Companies are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Sellers, the Principals, the Purchased Companies or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any Assets, the prospects of the Purchased Companies, and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchased Companies furnished to the Purchaser or any of its representatives or made available to the Purchaser in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (2) no representative of the Sellers (including the Sellers’ Representative), the Principals or the Purchased Companies has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that the Sellers, the Principals and the Purchased Companies have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Purchaser specifically disclaims any obligation or duty by the Sellers, the Principals or the Purchased Companies to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 3.1 and Section 3.2, respectively.

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(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Purchaser shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Purchaser in this Agreement and (ii) the Purchaser does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.1, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Purchaser nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

Section 4.2 Representations and Warranties Relating to the Parent.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Parent represents and warrants to the Sellers and the Principals as of the date hereof as follows:

(a) Formation and Corporate Power. The Parent is duly formed and validly existing under the laws of the jurisdiction of its organization. The Parent has the power to own and operate its property and carry on its business. The Parent is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business.

(b) Corporate Authorization; Valid Issuance of Consideration Shares. The issuance of the Consideration Shares to the Sellers and the consummation of the transactions contemplated thereby and hereby have been duly authorized by all necessary corporate action on the part of the Parent. The Consideration Shares, when issued pursuant to the terms of this Agreement, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act of 1933 and under the lock-up agreement to be entered into by the Sellers in substantially the form of the agreement in Schedule 6.1(i)(ix) hereto.

(c) No Conflict. The execution and delivery of and performance by the Parent of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

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(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and constitute legal, valid and binding agreements of the Parent, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Parent, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Parent is a party to any of the transactions contemplated by this Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Parent’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Parent pending, or, to the knowledge of the Parent, threatened against the Parent, which would materially adversely affect the Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby.

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(h) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Parent.

(i) Financial Statements. The Parent’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Parent and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Parent and its Subsidiaries during the periods covered by the Parent’s Financials, as the case may be. True, correct and complete copies of the Parent’s Financials have been provided to all Sellers who are receiving Consideration Shares.

(j) Public Disclosure Documents. The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record.

(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Parent shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Parent in this Agreement and (ii) the Parent does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Parent nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

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ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

(1) During the Interim Period the Sellers shall cause each Purchased Company to conduct the Business in the Ordinary Course except (i) to the extent required to comply with its obligations under this Agreement, (ii) with the prior written consent of the Purchaser (which such consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Section 5.1 of the Disclosure Letter.

(2) Without limiting the generality of Section 5.1(1), subject to applicable Laws and except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period the Sellers shall not permit any Purchased Company to:

(a) sell, transfer or otherwise dispose of any of the Assets used in the Business except for (A) Assets which are obsolete, (B) Assets which individually or in the aggregate do not exceed $250,000, or (C) Assets sold in the Ordinary Course;

(b) make any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for the same in the capital expenditure budget presented to the Purchaser as of the date hereof;

(c) discharge any obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $250,000, other than in the Ordinary Course;

(d) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person, either involving more than $250,000 or outside the Ordinary Course; provided, however, that the Purchased Companies may draw under the revolving credit facilities in place at signing as needed to fund Ordinary Course business activities without any limitation as to the amount drawn, so long as in each case such Indebtedness is included in the Estimated Indebtedness;

(e) award or make any bonus or profit sharing distribution or similar payment of any kind or declare or pay any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(f) remove the auditor or any director or terminate any officer or other Key Employee other than for cause;

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(g) enter into any extension or renewal of any existing Contract, or enter into any new Contract, in either case for the provision of goods or services to a Purchased Company which cannot be terminated by such Purchased Company upon written notice of 60 days’ or less and without any monetary penalty;

(h) enter into any Contract with any Affiliate that is not on arms-length terms or that cannot be terminated for convenience at Closing without any penalty or other fee;

(i) write off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(j) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employees except as may be required by the terms of a Material Contract, an Employee Plan or an Employment Contract, other than customary increases consistent with past practice in amounts not to exceed 5% of existing remuneration individually or in the aggregate;

(k) increase the benefits to which employees are entitled under any Employee Plan (except for non-material increases on account of health and welfare plan renewals) or create any new Employee Plan;

(l) cancel or waive any material claims or rights under its Material Contracts;

(m) compromise or settle any litigation, proceeding or governmental investigation or action relating to the Assets, the Business or such Purchased Company except as required by this Agreement, in excess, individually or in the aggregate, of $250,000, or outside of the Ordinary Course;

(n) cancel or materially reduce any of its insurance coverage;

(o) make any change in any method of accounting or auditing practice outside of the Ordinary Course, or amend or approve any amendment to its Organizational Documents or capital structure;

(p) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period; or

(q) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

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Section 5.2 Access for Due Diligence and Transition.

(1) Subject to applicable Law, during the Interim Period, the Sellers and the Material Principals shall (i) upon reasonable notice, permit, or cause to be permitted, the Purchaser and its employees, agents, counsel, accountants or other representatives, to have reasonable access during normal business hours to (A) the premises of any Purchased Company, (B) the Assets, including all Books and Records whether retained by the Sellers, any Purchased Company or otherwise, (C) all Contracts and Leases, and (D) the senior personnel of any Purchased Company (provided that if the Purchaser desires access to any personnel other than a Material Principal, such access must be approved in writing by the Material Principals prior to such access); and (ii) furnish to the Purchaser, or its employees, agents, counsel, accountants or other representatives, such financial and operating data and other information with respect to the Assets and any Purchased Company as the Purchaser from time to time reasonably requests, so long as, in each of clause (i) and (ii), the access or request does not unreasonably interfere with the Ordinary Course of the Business or result in the waiver of any attorney-client privilege or other legal privilege.

(2) Neither the Sellers nor any Purchased Company makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to Section 5.2(1), and neither the Purchaser nor any Purchaser Indemnified Party may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article 3, as qualified by the Disclosure Letter.

Section 5.3 Purchaser Confidentiality.

(1) Until the earlier of the Closing and the Outside Date, the Purchaser and the Parent shall keep confidential and shall not use for any purpose (other than in connection with transition efforts and other requirements under the Agreement during the Interim Period) or disclose to any other Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) becomes available to the Purchaser or the Parent on a non-confidential basis from a source other than the Sellers, the applicable Purchased Company that provided such information or their respective agents and representatives, unless the Purchaser or the Parent knows after due inquiry that such source is prohibited from disclosing the information to the Purchaser or the Parent by a contractual, fiduciary or other legal obligation to the Sellers or such Purchased Company, or (iii) was known to the Purchaser or the Parent on a non-confidential basis before its disclosure to the Purchaser or the Parent by the Sellers, the applicable Purchased Company or their respective agents and representatives. In the event the Purchaser or the Parent is required by Law or by any by-law, rule or policy of any stock exchange to disclose any confidential information, the Purchaser or the Parent shall, to the extent not prohibited by applicable Law, provide the Sellers’ Representative with prompt notice of such requirements so that the Sellers’ Representative may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.3. Subject to the next sentence, if this Agreement is terminated, the Purchaser and the Parent shall thereafter continue to hold in confidence and shall not use or disclose to any Person any information obtained from the Sellers, any Purchased Company or their respective

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agents and representatives (regardless of when such information was provided or obtained), and promptly after such termination the Purchaser and the Parent shall return or cause to be returned or destroyed all documents, work papers and other material (whether in written, printed, electronic or computer printout form and including all copies) obtained from the Sellers, any Purchased Company or their respective agents and representatives in connection with this Agreement, together with all derivative materials prepared or created by the Purchaser or the Parent.

(2) Except as required by applicable Law or the rules of the Toronto Stock Exchange, neither Party shall disclose to any other Person any information relating to the terms, negotiations or existence of this Agreement or the transactions contemplated hereunder without the prior written consent of the other Parties hereto.

(3) The Sellers and the Material Principals acknowledge that the Parent is a public company whose common shares trade on the Toronto Stock Exchange and that, under applicable securities Laws, to the extent a Seller is in possession of any material, non-public information of Parent, if any, the Sellers may be prohibited from buying, selling or otherwise trading in securities of the Parent while in possession of such information until such time as such information has been publicly disclosed.

Section 5.4 Actions to Satisfy Closing Conditions.

(1) The Sellers and Principals shall, and shall cause the Purchased Companies to, use commercially reasonable efforts to cause the conditions set forth in Section 6.1(b), (c), (e), (f), (i) and (j) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.1 (other than those to be satisfied at Closing).

(2) The Purchaser and the Parent shall use commercially reasonable efforts to cause the conditions set forth in Section 6.2(b) (c), (d) and (e) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.2 (other than those to be satisfied at Closing).

Section 5.5 Transfer of the Purchased Interests.

The Sellers shall take all necessary steps and corporate proceedings to permit good title to the Purchased Interests to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than the restrictions on transfer, if any, contained in the Organizational Documents of the Company.

Section 5.6 Notices and Requests for Consents.

(1) The Sellers shall use its commercially reasonable efforts to obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Material Contracts that are listed in Section 5.6 of the Disclosure Letter as a result of the consummation of the transaction contemplated hereby. Subject to

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Section 5.12, such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall co-operate in obtaining such consents, approvals and waivers; provided that, subject to its obligations under Section 5.12, the Purchaser shall not be required to enter into or grant any guaranty, security or other assurance to any counterparty to any such Lease or Contract in order to obtain such consent, approval or waiver.

(2) The Sellers shall use its commercially reasonable efforts to provide or cause to be provided all notices that are required by the terms of the Material Contracts to which any Purchased Company is a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, co-operate with the Purchaser in the drafting and delivery of such notices.

Section 5.7 Filings and Authorizations.

(1) Each of the Parties, as promptly as practicable after the execution of this Agreement, shall (i) make, or cause to be made, all material filings and submissions under all material Laws applicable to it, that are required for it to consummate the purchase and sale of the Purchased Interest in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

(2) The Purchaser shall be responsible for all filing fees under any such other Laws or regulations applicable to the transactions contemplated under this Agreement, including any required filings in Canada or any other jurisdiction.

(3) Each of the Sellers and the Purchaser will use its reasonable best efforts to satisfy all requests for additional information and documentation received under or pursuant to all filings, submissions, and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation.

(4) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.7 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Sellers to the Purchaser pursuant to this Section 5.7 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis.

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(5) Despite Section 5.7(1) and Section 5.7(4) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its Affiliates’ assets, properties or businesses or any Purchased Company’s assets, properties or businesses, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its Affiliates’ assets, properties or businesses or any Purchased Company or any of its assets, properties or businesses, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Assets or any of the Purchaser’s assets, unless, in each of clause (i), (ii) or (iii), such action relates to an immaterial portion of the Purchaser’s or its Affiliates’ assets, properties or business or any Purchased Company’s assets, properties or businesses and such action would not cause a material adverse effect on the Purchaser, its Affiliates or their respective businesses, in each case in the Purchaser’s sole reasonable discretion.

Section 5.8 Supplements to Disclosure Letter; Amended Schedule A.

(1) The Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Letter with respect to any circumstance, development, event, condition or other matter hereafter arising or of which it becomes aware after the date hereof (each a “Disclosure Supplement”). Each such Disclosure Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Letter for all purposes; provided, however, that if such circumstance, development, event, condition or other matter which is the subject of the Disclosure Supplement constitutes or relates to (a) a matter which existed prior to the date hereof, or (b) a matter arising hereafter in breach of this Agreement or that, in the determination of the Purchaser, would have a Material Adverse Change of the Purchased Companies, Purchaser shall have the right to negotiate a reduction to the Purchase Price or, should the Parties fail to come to a mutual agreement in respect of such reduction, to terminate this Agreement as provided in Section 8.1(d). If the Purchaser has the right to, but does not elect to renegotiate the Purchase Price or terminate this Agreement as provided in Section 8.1(d), then (x) Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, (y) no indemnity claim may be made with respect to such matter by Purchaser or any of its Affiliates or assignees under Article 9, any such claim being hereby irrevocably waived and released with respect to such matter, and (z) such matter shall be a permitted Disclosure Supplement and shall not be a basis for Purchaser or its Affiliate or assignee to assert that any closing condition set forth in Section 6.1 has not been satisfied. In the event the Purchaser terminates this Agreement in accordance with Section 8.1(d), all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Purchaser giving notice as required herein.

(2) Notwithstanding anything to the contrary herein, the Sellers shall have the right (but not the obligation) to amend Schedule A attached hereto during the Interim Period so as to revise the percentages, amounts or otherwise with respect to the proceeds being paid to the Sellers set forth therein (provided the aggregate amount for all Sellers may not be greater than the Purchase Price payable to the Sellers pursuant to Section 2.3), or to make any other revision as is required to reflect the correct allocation of the purchase price consideration to the Sellers. If amended, the Sellers shall provide the Purchaser with a final Schedule A at least two Business Day prior to the Closing, and such Schedule A shall replace the Schedule A attached to this Agreement as of the date hereof.

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Section 5.9 Exclusive Dealing.

During the Interim Period, the Material Principals and the Sellers shall not, and shall cause the Purchased Companies not to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, or enter into any agreement with, any Person (other than Purchaser) relating to any transaction involving the sale of any equity interests of the Sellers, the Company or its Subsidiaries, or the sale of the Business or any of the Assets (other than as permitted in this Agreement) or any other business combination.

Section 5.10 Purchaser Financing.

(1) The Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter.

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(2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.

Section 5.11 Company Financial Statements.

(1) The Sellers shall cause the Financial Statements for the fiscal year ending December 31, 2018 to be audited by Skoda Minotti, Certified Public Accountants and for the report of such auditors thereon to be delivered to the Purchaser no later than ten calendar days prior to the Closing Date (and in no event later than May 15, 2019).

(2) During the Interim Period, the Sellers shall cause the Company to take such actions as may reasonably be required to ensure the unaudited consolidated interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, will be completed and delivered to the Purchaser prior to May 31, 2019.

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Section 5.12 Company Leases.

During the Interim Period, Purchaser shall use commercially reasonable efforts, including, but not limited to, cooperating in obtaining any consent or amendment, that fully removes [Redacted - Personal Information - Company Leases] as a guarantor under the Leases, and extinguishes any obligations or liabilities under the applicable guaranty agreement as of the Closing.

ARTICLE 6

CONDITIONS OF CLOSING

Section 6.1 Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Sellers contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing, except (x) for changes contemplated by this Agreement, and (y) to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

(b) Performance of Covenants. The Sellers shall have fulfilled or complied with in all material respects all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Closing, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

(c) Consents and Authorizations. All filings, notices, Authorizations, consents, approvals and waivers listed in Section 5.6 of the Disclosure Letter will have been obtained on terms acceptable to the Purchaser acting reasonably. All such consents, approvals, waivers, filings, notifications and Authorizations will be in force and will not have been modified in any material adverse manner or rescinded.

(d) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

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(e) UCC Amendments. The uniform commercial code registrations referred to in Section 3.1(o) of the Disclosure Letter as needing to be discharged and terminated or otherwise amended in Section 3.1(o) of the Disclosure Letter shall have been so discharged and terminated or otherwise amended.

(f) Administrative Services Amendment. The Administrative Services Agreement dated May 1, 2018 among SFL, Elite and [Redacted - Personal Information - Administrative Services Amendment], and the medical director arrangements between Elite and Redacted - Personal Information - Administrative Services Amendment] shall have been amended in form and substance in a manner satisfactory to the parties thereto, acting reasonably.

(g) Financing. The Purchaser shall have received consent of its lenders and consummated the Purchaser Financing (or will consummate the Purchaser Financing concurrently with the Closing).

(h) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(i) Deliveries. The Sellers shall deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably:

(i) certificates representing the Purchased Interest duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record;

(ii) certified copies of (i) the Organizational Documents of each Purchased Company, (ii) all resolutions or actions of the shareholders, the board of directors, the members or the managers, as the case may be, of each Seller and the Company approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the directors, officers or other governing persons, as applicable, of each Seller and the Company authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to each Seller and each Purchased Company issued by appropriate government officials of their respective jurisdictions of formation and, in all cases, by the appropriate government officials of Georgia;

(iv) the certificates referred to in Section 6.1(a) and Section 6.1(b);

(v) a non-competition agreement in favor of the Purchaser, duly executed as of the date of this Agreement (but the effectiveness of which is contingent upon the Closing) by each person named in Schedule 6.1(i)(v) and such other Persons as the Purchaser may reasonably request, substantially in the form of the agreement attached to Schedule 6.1(i)(v);

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(vi) an employment agreement duly executed by each of [Redacted - Personal Information - Deliveries] which among other things would terminate their respective existing employment agreements with the Company (including their respective rights to receive compensation for terminating their employment agreements because of a diminution of such employee or independent contractor’s authority, duties or reporting structure), together with non-competition agreements in favor of the Purchaser;

(vii) agreements terminating, without any further liability to any party, the management and other intercompany or shared services agreements referred to in Section 6.1(i)(vii) of the Disclosure Letter among the parties to such agreements effective as at the Closing;

(viii) a duly executed resignation effective as at the Closing of each Person listed in Schedule 6.1(i)(viii) from the offices set forth on such schedule;

(ix) a lock-up agreement duly executed by each Person that will receive Consideration Shares under the terms of this Agreement, substantially in the form of the agreement in Schedule 6.1(i)(ix) ;

(x) the Escrow Agreement executed by the Sellers’ Representative;

(xi) the repayment and cancellation of all existing shareholder loans or Indebtedness between the Company and any Seller or Principal;

(xii) confirmations of discharge of Liens and/or payoff letters from all earnout recipients and holders of Indebtedness listed in Section 3.1(o) (Title to the Assets) of the Disclosure Letter;

(xiii) a duly executed funds flow direction which conforms with the principles set forth in Schedule 6.1(i)(xiii); and

(xiv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(i)(xiv) (the “Subscription Agreements”).

(j) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of the Purchased Companies, and no event shall have occurred or circumstance shall exist which will result in such a Material Adverse Change of the Purchased Companies.

(k) Financial Statements. The Purchaser shall have received the report of the auditor referred to in Section 5.11(1), such report shall not be qualified in any manner and there shall have been no material adverse deviation between the Financial Statements for the fiscal year ended December 31, 2018 as compared against the financial statements that are the subject of such report.

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(l) Proceedings. The Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all necessary proceedings in connection therewith.

(m) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Purchaser) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Purchaser including requiring that any assets or shares be held separate or divested or requiring any form of behavioral or other remedy or otherwise limiting the right of the Purchaser to conduct its business or the Business after Closing on substantially the same basis as heretofore operated.

(n) Cyber Insurance. The Company shall have procured cyber (including HIPAA) liability insurance runoff coverage with a limit of liability of at least USD $1 million and at least 3 years’ prior acts coverage and shall have delivered a certificate of insurance evidencing such coverage to the Purchaser.

Section 6.2 Conditions for the Benefit of the Sellers.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Sellers and may be waived, in whole or in part, by the Sellers’ Representative, in its sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Purchaser and the Parent contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser and the Parent shall each have executed and delivered a certificate to that effect.

(b) Performance of Covenants. Each of the Purchaser and the Parent shall have fulfilled or complied in all material respects with all covenants contained in this Agreement and in any Ancillary Agreement required to be fulfilled or complied with by it at or prior to Closing and the Purchaser, and the Parent shall each have executed and delivered a certificate to that effect.

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(c) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(d) Deliveries. The Purchaser shall deliver or cause to be delivered to the Sellers’ Representative the following in form and substance satisfactory to the Sellers’ Representative, acting reasonably:

(i) the certificates referred to in Section 6.2(a) and Section 6.2(b);

(ii) certified copies of (i) the Organizational Documents of the Purchaser and the Parent, (ii) all resolutions of the shareholders and the board of directors of the Purchaser and the Parent approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of the Purchaser and the Parent authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and the Parent issued by the appropriate government official of the jurisdiction of its formation;

(iv) the Escrow Agreement, executed by the Purchaser;

(v) the Purchase Price payable in accordance with Section 2.3;

(vi) the Subscription Agreements, executed by the Parent; and

(vii) evidence that the Purchaser has obtained the R&W Insurance Policy, effective as of the Closing Date, which does not give any Person any right to seek subrogation, indemnity or contribution from the Sellers in connection with any claim made thereunder (except with respect to Fraud as contemplated by Section 10.5) and is otherwise on terms and conditions satisfactory to the Sellers’ Representative, and that the Purchaser has paid 50% of the premium and underwriting fees, and all due diligence costs and all other costs and expenses, related thereto.

(e) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of Parent, and no event shall have occurred or circumstance exist which will result in such a Material Adverse Change of Parent, including with respect to Purchaser.

(f) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

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(g) Proceedings. The Sellers’ Representative shall have received copies of all the instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all proceedings in connection therewith.

(h) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Sellers) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Sellers or the Purchased Companies, including requiring that any assets or shares be held separate or divested or requiring any form of behavioural or other remedy or otherwise limiting the right of the Sellers to conduct their respective businesses after Closing on substantially the same basis as heretofore operated.

ARTICLE 7

CLOSING

Section 7.1 Date, Time and Place of Closing.

The completion of the transaction of purchase and sale contemplated by this Agreement will be completed by the delivery of executed documents sent by electronic means simultaneously with the closing of the Concurrent Acquisitions at 12:01 a.m. (Eastern time) on the Closing Date.

Section 7.2 Closing Procedures.

Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

Section 7.3 Risk of Loss.

If, prior to Closing, all or any material part of the Assets are destroyed or damaged by fire or any other casualty or are appropriated, expropriated or seized by any Governmental Entity:

(a) the Parties may agree to reduce the Purchase Price by an amount equal to the cost of repair, or, if destroyed or damaged beyond repair, by an amount equal to the replacement cost of the Assets so damaged or destroyed and to complete the purchase; provided all proceeds of insurance for such damage or destruction are paid to the Sellers immediately upon receipt; or

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(b) the Purchaser shall have the option, exercisable by notice in writing given within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, to complete the transaction contemplated in this Agreement without reduction of the Purchase Price, in which event (i) all proceeds of any insurance (other than business interruption insurance as provided in (ii) below) or compensation for expropriation or seizure will be retained by one or more Purchased Companies, and (ii) all proceeds of any business interruption insurance which compensates for business lost during the Interim Period less the sum of all deductibles on all other insurance will be paid to the Sellers immediately upon receipt; or

(c) either the Sellers’ Representative or the Purchaser may choose to terminate this Agreement and not complete the transaction contemplated in this Agreement by giving notice in writing within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, in which case all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Sellers’ Representative or the Purchaser giving notice as required herein.

ARTICLE 8

TERMINATION

Section 8.1 Termination Rights.

This Agreement may, by notice in writing given prior to or on the Closing Date, be terminated:

(a) by mutual consent of the Sellers’ Representative and the Purchaser;

(b) by the Purchaser if any of the conditions in Section 6.1 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Purchaser to perform any of its material obligations or covenants under this Agreement), the Purchaser has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Purchaser;

(c) by the Sellers’ Representative if any of the conditions in Section 6.2 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Sellers to perform any of their material obligations or covenants under this Agreement) and the Sellers’ Representative has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Sellers’ Representative;

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(d) in the circumstances and upon the terms set out in Section 5.8 or Section 7.3;

(e) by either Party if the Closing has not occurred by the end of the day on the Outside Date, provided that a Party may not terminate this Agreement under this Section 8.1(e) if it has failed to perform any one or more of its material obligations or covenants under this Agreement required to be performed at or prior to Closing and the Closing has not occurred because of such failure;

(f) by either Party if after the date of this Agreement any Law is enacted or made (or any Law is amended) that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement, and such Law (if applicable) or enjoinment shall have become final and non-appealable; or

(g) by either Party if there has been a material breach of this Agreement by the other Party and such breach has not been waived by the non-breaching Party or cured within 10 calendar days following notice of such breach by the non-breaching Party.

Section 8.2 Effect of Termination.

(1) Nothing in this Article will be deemed to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement. If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

(2) If this Agreement is terminated pursuant to Section 8.1, all obligations of the Parties under this Agreement will terminate, there shall be no liability or obligation hereunder on the part of any Party hereto, and this Agreement shall forthwith become void, except that:

(a) each Party’s obligations under Section 5.3, this Section 8.2, and Article 11 will survive; and

(b) no Party shall be relieved or released from any liabilities or Damages arising out of any willful and material breach of this Agreement by such Party.

ARTICLE 9

INDEMNIFICATION

Section 9.1 Survival.

Except as set forth in Section 9.5, the representations and warranties and covenants contained in this Agreement and of any certificate to be delivered pursuant to or in connection with this Agreement, except for Article 6, shall not merge on Closing and shall survive the Closing.

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Section 9.2 [Reserved].

Section 9.3 Indemnification in Favor of the Purchaser and the Purchased Companies.

(1) Subject to the limitations set forth in Section 9.5, each of the Sellers and their respective Principals shall jointly and severally indemnify and save each of the Purchaser and each Purchased Company (from and after the Closing) and their respective shareholders, directors, officers, employees, agents and representatives (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Sellers with respect to the Purchased Companies in this Agreement or the certificates to be delivered pursuant to Section 6.1(a) and Section 6.1(b);

(b) any failure of the Sellers to perform or fulfill any of their covenants or obligations under this Agreement;

(c) [Reserved];

(d) [Reserved];

(e) the matters identified in Section 9.3(1)(e) of the Disclosure Letter; and

(f) any Taxes required to be paid by the Purchased Companies (i) in respect of a Pre-Closing Tax Period to the extent such Taxes exceed the amount specified in the Closing Statement, (ii) in respect of the portion of a Straddle Period ending on the Closing Date, as determined under Section 10.3(3) to the extent such Taxes exceed the amount specified in the Closing Statement, or (iii) as a result of the transactions contemplated by the direction to be delivered under Section 6.1(i)(xiii).

(2) Subject to the limitations set forth in Section 9.5, each of the Sellers and their respective Principals shall severally (and not jointly and severally) indemnify and save the Purchaser Indemnified Parties harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to any breach or inaccuracy of any representation or warranty given by such Seller with respect to such Seller in this Agreement or the certificates to be delivered by such Seller pursuant to this Agreement and any failure of such Seller to perform or fulfill any of the covenants or obligations unique to such Seller under this Agreement or the Escrow Agreement.

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(3) For purposes of this Article 9, the representations and warranties given by the Sellers will be deemed to have been made without the inclusion of limitations or qualifications as to materiality, such as the words “material”, “immaterial”, “in all material respects” or words of similar import, set forth in such representation and warranty.

(4) Notwithstanding any other provision of this Agreement to the contrary, the Sellers and their respective Principals shall not be liable under this Article 9 for any (i) Damages to the extent such Damages served to reduce the Purchase Price pursuant to the Purchase Price adjustment under Section 2.8 hereof, or (ii) Damages to the extent the Purchaser Indemnified Party shall have otherwise been compensated for such matter pursuant to any other provision of this Agreement, so as to avoid duplication or “double counting” of the same Damages. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 9.3(4) shall limit, alter or waive in any manner or respect any defenses available to any Person or any burdens of proof or legal standards required to be met by any Person under Laws.

Section 9.4 Indemnification in Favor of the Sellers.

(1) Subject to the limitations set forth in Section 9.5, the Purchaser and the Parent shall, jointly and severally, indemnify and save the Sellers and their shareholders, directors, members, managers, officers, employees, agents and representatives, including, without limitation, the Principals (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”), harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Purchaser or the Parent contained in this Agreement or the certificates to be delivered pursuant to Section 6.2(a) and Section 6.2(b); and

(b) any failure of the Purchaser or the Parent to perform or fulfill any of its covenants or obligations under this Agreement.

(2) Purchaser and Parent shall, jointly and severally, indemnify and save [Redacted - Personal Information - Indemnification in Favor of the Sellers] and his successors and assigns harmless of and from, and shall pay for, any Damages suffered by or imposed upon him or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to (a) any failure of the Purchaser to perform or fulfill any of its covenants or obligations under Sections 5.12 and 10.7, and (b) with respect to any Lease from and after the Closing.

Section 9.5 Limitations on Indemnification.

(1) The Purchaser Indemnified Parties shall not be entitled to recover Damages from the Sellers pursuant to Section 9.3(1)(a) or Section 9.3(2) unless a written notice of claim is delivered by the Purchaser Indemnified Party or Parties to the Sellers’ Representative, solely in its capacity as the representative of the Sellers:

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(a) at any time after Closing in respect of Section 3.1(a) (Formation and Qualification), Section 3.1(c) (Required Authorizations), Section 3.1(e) (Authorized and Issued Capital), Section 3.1(f) (No Other Agreements to Purchase), Section 3.1(ll) (No Brokers), Section 3.2(a) (Formation and Qualification), Section 3.2(b) (Authorization), Section 3.2(e) (Execution and Binding Obligation), Section 3.2(f) (No Other Agreements to Purchase), Section 3.2(g) (Title to Purchased Interest), and Section 3.2(i) (No Brokers) (collectively, the “Fundamental Representations of Sellers”);

(b) at any time on or before the date that is ninety (90) calendar days after the expiration of the applicable period (having regard to any consent, waiver, agreement or other document that extends the period) (the “Tax Assessment Period”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year in respect of Section 3.1(jj) (Taxes) and Section 3.2(h) (Residence). A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law;

(c) at any time on or before the date that is ninety (90) calendar days after the expiration of any applicable statute of limitation period in respect of breaches of the Sellers’ representations in Section 3.1(m) (Compliance with Health Care Laws), which the Sellers had knowledge of prior to Closing (“Healthcare Compliance Representations”); or

(d) at any time on or before the date that is twelve months after Closing, in respect of all other representations and warranties in respect of the Purchased Companies or the Sellers (including any Healthcare Compliance Representations in respect of which the Sellers did not have knowledge of any breach prior to Closing) (such date, the “General Survival Date”).

(2) The Seller Indemnified Parties shall not be entitled to recover any Damages from the Purchaser or Parent pursuant to Section 9.4(1)(a) unless a written notice of claim is delivered to Purchaser or Parent by the Sellers’ Representative, in its capacity as the representative of (and on behalf of) the Sellers and the Seller Indemnified Parties:

(a) at any time after Closing in respect of Section 4.1(a) (Formation and Corporate Power), Section 4.1(b) (Corporate Authorization), Section 4.1(d) (Execution and Binding Obligation), Section 4.1(l) (No Brokers), Section 4.2(a) (Formation and Corporate Power) and Section 4.2(b) (Corporate Authorization; Valid Issuance of Consideration Shares); or

(b) at any time on or before the General Survival Date, in respect of all other representations and warranties of the Purchaser and the Parent.

(3) Subject to Section 9.5(4), none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages under Section 9.3(1)(a) until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount. Subject to Section 9.5(4), once the

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total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount, subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all such Damages above such Threshold Amount up to the Retention Amount, which amounts shall be satisfied from the Indemnity Escrow Fund; provided that the Sellers and Principals shall be liable for all such Damages up to the Retention Amount (including such amounts below the Threshold Amount) in respect of any Damages relating to claims for indemnification by a Purchaser Indemnified Party for a breach of any Healthcare Compliance Representations. Subject to Section 9.5(4), any claims for indemnification by a Purchaser Indemnified Party above the Retention Amount will be made solely against the R&W Insurance Policy.

(4) Except as expressly stated herein, the monetary thresholds and limits set out in Section 9.5(3) will not apply to Damages with respect to any claims for indemnification by a Purchaser Indemnified Party:

(a) for a breach of the Fundamental Representations of Sellers or Section 3.1(jj) (Taxes); provided, however, for purposes of clarity and the avoidance of doubt, none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages due to Section 9.3(1)(a), which includes a breach of any Fundamental Representations of Sellers or Section 3.1(jj) (Taxes), until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount;

(b) pursuant to Section 9.3(1)(b) through Section 9.3(1)(f); or

(c) for Fraud.

(5) In respect of those claims set out in Section 9.5(4), subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all Damages relating to such claims up to an aggregate maximum amount equal to the Closing Payment less the amount the Purchaser shall have recovered from the Indemnity Escrow Fund in accordance with the terms hereunder.

(6) Notwithstanding anything to the contrary in this Agreement, the maximum liability of each Seller or Principal to the Purchaser Indemnified Parties for the payment of Damages attributable to all claims asserted against such Seller or Principal pursuant to Section 9.3(1) and Section 9.3(2) shall, in the aggregate, not at any time exceed such Seller’s or Principal’s Pro Rata Share of the Purchase Price, as set forth on Schedule A, irrespective of such Seller’s or Principal’s right to pursue, or ultimate success in pursuing, a claim of contribution for all or any portion of such Damages from one or more other parties, including but not limited to one or more other Sellers or Principals.

(7) [Reserved.]

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(8) For purposes of determining the amount of any indemnification obligation to any Purchaser Indemnified Party for any Damages, appropriate reductions shall be made to reflect (i) any amounts actually recovered by the Purchaser Indemnified Parties under insurance policies (including the R&W Insurance Policy) with respect to such Damages (net of any expenses related to the receipt of such payment, including prospective and retrospective premium adjustments, if any, occasioned by such Damages), and (ii) any Tax benefit realizable by such Purchaser Indemnified Party or its Affiliates as a result of the Damages giving rise to such indemnification obligation. In the event an insurance recovery relating to an indemnification payment is received after the Sellers or the Principals, on the one hand, or the Escrow Agent, on the other hand, has made an indemnification payment under this Agreement that did not take into account such insurance recovery, or a Purchaser Indemnified Party realizes Tax benefits in respect of any Damages after such Damages are indemnified by the Sellers and/or the Principals, the Purchaser Indemnified Party shall promptly pay over to the Sellers’ Representative, on the one hand, for further distribution to the Sellers and/or the Principals, or the Escrow Agent (to the extent the indemnification payment was made from the Indemnity Escrow Fund and the Indemnity Escrow Fund is still active), on the other hand, the portion of the applicable indemnity payment such Purchaser Indemnified Party would not have been entitled to had such recovery or realization occurred prior to the making of the applicable indemnity payment.

(9) Notwithstanding anything to the contrary in this Agreement, the Sellers and their respective Principals shall not have any liability under this Agreement with respect to (and Purchaser shall pay or cause to be paid) (a) any Taxes that were taken into account in the Closing Statement, (b) Taxes incurred by the Company, Purchaser or any of their respective Affiliates as a result of actions outside the Ordinary Course of business taken after the Closing on the Closing Date, (c) any Taxes as a result of Purchaser’s (or Purchaser’s Affiliate’s) breach of any of the covenants set forth in Section 10.3 or (d) Taxes of any Purchased Company incurred with respect to a taxable period beginning after the Closing Date.

Section 9.6 Notification of and Procedure for Claims.

(1) If a Third Party Claim is instituted or asserted against an Indemnified Person, the Indemnified Person shall promptly notify the Indemnifying Party in writing of the Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail and the amount thereof (if known and quantifiable), and attach all documentation received in connection with the Third Party Claim.

(2) The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Person, unless the notification occurs after the expiration of the specified period set out in Section 9.5 or (and only to that extent that) the omission to notify materially prejudices the Indemnifying Party.

(3) Subject to the terms of this Section 9.6, upon receiving notice of a Third Party Claim, the Indemnifying Party may participate in the investigation and defense of the Third Party Claim and may also elect to assume the investigation and defense of the Third Party Claim.

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(4) The Indemnifying Party may not assume the investigation and defense of a Third Party Claim if:

(a) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines in good faith that joint representation would be inappropriate due to a conflict of interest;

(b) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim;

(c) in the reasonable judgment of the Indemnified Person, the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.5;

(d) subject to Section 9.6(6), the Third Party Claim is in respect of Taxes unless the assessment or reassessment relates solely to a Pre-Closing Tax Period;

(e) in the reasonable judgment of the Indemnified Person, such claim involves material reputational risks to the Indemnified Person; or

(f) the Third Party Claim seeks only an injunction or equitable relief against the Indemnified Person other than monetary damages and the Indemnified Person determines in good faith that there is a reasonable probability that assumption of the defense of the Third Party Claim may materially and adversely affect the Indemnified Person or its Affiliates and the Indemnified Party has notified the Indemnifying Party that it will exercise its right to defend, compromise or settle the Third Party Claim.

(5) In order to assume the investigation and defense of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 calendar days of Indemnifying Party’s receipt of notice of the Third Party Claim and shall comply with the procedures set out in Schedule 9.6(5).

(6) In addition to the foregoing, if the Third Party Claim is in respect of Taxes, the following additional rules shall also apply:

(a) if the Indemnifying Party is entitled to and elects to assume the investigation and defense of a Third Party Claim in respect of Taxes then the Indemnifying Party shall provide to the Indemnified Person in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnified Person and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnifying Party shall consult with the Indemnified Person with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof;

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(b) to the extent payment has not already been made by the Indemnifying Party to the Indemnified Person, should the Indemnified Person be required by the relevant assessing authority to pay any amount in respect of such Third Party Claim, forthwith upon request therefor, the Indemnifying Party will pay to the Indemnified Person the amount that the Indemnified Person is required to pay to such Governmental Entity. Should the Indemnifying Party fail to pay such amount within 30 calendar days after receipt of written request from the Indemnified Person to do so, the right of the Indemnifying Party to control the contesting of such Third Party Claim will cease;

(c) Within 10 calendar days of a final determination of such Third Party Claim in respect of Taxes, the Indemnifying Party will pay to the Indemnified Person the full amount owing to the Indemnified Person, to the extent that such amounts have not been previously paid to the Indemnified Person; and

(d) If the Third Party Claim relates to Taxes in respect of any Pre-Closing Tax Period or Straddle Period and the investigation and defense of such Third Party Claim is assumed by the Indemnified Person, then Indemnified Person shall provide to the Indemnifying Party in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnifying Party and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnified Person shall consult with the Indemnifying Party with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof and the Indemnified Person shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

Section 9.7 Adjustment to Purchase Price.

Any payment made by the Sellers or Principals as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser or the Parent as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.

Section 9.8 Recovery Against Sellers.

(1) Subject to the limitations set forth in Section 9.5, each indemnification obligation of any Seller and its Principals under Section 9.5(4) shall be satisfied (i) first from the Indemnity Escrow Fund, until the complete depletion of the Indemnity Escrow Fund, (ii) then from the R&W Insurance Policy until the limit of liability has been reached under the R&W Insurance Policy. Thereafter, provided that neither the Purchaser nor Parent shall under any circumstances be obligated to undergo any issuer bid that is not exempt from Part 2 of National Instrument 62-104 (such as the employee, executive officer, director and consultant exemption) or to undergo any other regulatory or statutory process that would materially implicate the rights of all holders of Parent Common Shares or requires any approval by holders of Parent Common Shares, all indemnification obligations of any particular Seller and its Principals shall be satisfied

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first by liquidation of such Seller’s Consideration Shares, if any, unless such Seller elects to satisfy some or all of such indemnification obligation with cash, and thereafter from cash payable by such Seller or the Principals of such Seller, as applicable. In the event Consideration Shares are to be liquidated pursuant to this Section 9.8, the Purchaser, at its option, may arrange for the purchase of the Consideration Shares by a third party purchaser (a “Third Party Sale”), provided that the purchase price for such Third Party Sale shall not be less than the greater of (i) cost and (ii) fair market value of such Consideration Shares, where fair market value shall be based on enterprise value without discounting for minority interests or lack of alienability on behalf of such Seller. If, in the Purchaser’s sole discretion, neither a Third Party Sale nor the repurchase of the Consideration Shares by the Purchaser is feasible for any reason, or, in either case, if the purchase price available for such Consideration Shares is below cost, the Purchaser would then be entitled to enforce its claim directly against such Seller and its Principals.

(2) On the date of the General Survival Date, an amount equal to the balance of the Indemnity Escrow Fund minus the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 on or prior to such date (to the extent such claims, if any, remain unresolved) (any such claim, a “Remaining Indemnity Claim”) shall be released to the Sellers’ Representative on such date for further distribution to the Sellers, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment. Following the final resolution of any Remaining Indemnity Claim, if the Indemnity Escrow Fund exceeds the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 with respect to Remaining Indemnity Claims that remain unresolved, the excess Indemnity Escrow Fund shall be released to the Sellers’ Representative on such date, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment.

(3) In the event of any breach giving rise to an indemnification obligation under this Article 9 or otherwise in connection with the transactions contemplated hereby, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall use commercially reasonable efforts to mitigate the Damages arising from such breach.

Section 9.9 Exclusive Remedy.

Notwithstanding anything to the contrary contained in this Agreement, except for (a) Fraud (it being understood that nothing in this Agreement (including any survival periods, any limitations on remedies or recoveries, any disclaimers of reliance or any similar limitations or disclaimers) or elsewhere shall limit or restrict any Indemnified Person’s rights or ability to maintain any action against, or recover any amounts from, any Person in connection with any Fraud committed by such Person); (b) rights contained in, and disputes with respect to matters governed by Section 2.7, Section 10.3, and Schedule 2.4 (which items shall be resolved solely in accordance with the dispute resolution procedures set forth therein); and (c) a Party’s right to seek specific performance or other equitable relief pursuant to Section 11.6, (i) the Parties acknowledge and agree that their sole and exclusive remedy

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with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 9; and (ii) each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against any Indemnifying Party arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 9.

ARTICLE 10

POST-CLOSING COVENANTS

Section 10.1 Access to Books and Records.

For a period of six (6) years from the Closing Date, the Purchaser shall retain all original Books and Records relating to any Purchased Company that are part of the Books and Records existing on the Closing Date. During such six (6) year period, the Sellers shall have the right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable written notice for any proper purpose and without undue interference to the business operations of the Purchased Companies. The Purchaser shall have the right to have its representatives present during any such inspection.

Section 10.2 Confidentiality.

Each Seller and Principal hereby acknowledges that each is in possession of proprietary information in connection with the Business, the Assets and the Purchased Companies (“Confidential Information”). Each Seller and Principal shall and shall cause its Affiliates and representatives to keep confidential and shall not use for any improper purpose or disclose to any other Person any Confidential Information, unless such information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement. In the event any Seller or Principal is required by Law to disclose any Confidential Information, such Seller or Principal shall, to the extent not prohibited by applicable Law, provide the Purchaser with prompt notice of such requirements so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 10.2. Each Seller and Principal agrees that such obligation of confidentiality continues after the Closing Date and, subject to Section 10.1, upon request of the Purchaser, after the Closing, it shall return to Purchaser or cause to be destroyed all Confidential Information in its possession or control. To the extent that any Seller or Principal is an employee or consultant of the Company or any of its Subsidiaries after Closing, such Seller or Principal shall, during the term of its, his or her employment or engagement, be permitted to use Confidential Information only in the performance of duties in such employment or consulting capacity, except to the extent otherwise provided in any related employment, consulting or other agreement between such Seller or Principal, on the one hand, and the Company or its Affiliate, on the other hand.

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Section 10.3 Tax Matters.

(1) The Sellers shall be responsible for the preparation and filing of all federal income Tax Returns of the Company for the Pre-Closing Tax Period and all Georgia franchise Tax Returns and Georgia ad valorem Tax Returns of the Company for the Straddle Period. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity. The Sellers shall provide drafts of all such Tax Returns to the Purchaser at least 30 calendar days before the applicable Tax Return becomes due, and the Purchaser shall have 15 calendar days following the receipt of any such Tax Return to provide the Sellers with written notice of any disputed items therein. Upon receipt of any such notice, the Sellers shall incorporate all revisions reasonably requested by the Purchaser, taking into account all economic implications for both the Sellers and the Purchaser. The parties agree that all Transaction Tax Deductions shall be taken on the income Tax Returns of the Purchased Companies for the Pre-Closing Tax Period unless otherwise required by applicable Law.

(2) Subject to Section 10.3(1), the Purchaser shall cause the Purchased Companies to prepare and file any other Tax Returns of the Purchased Companies for any Pre-Closing Tax Period or any Straddle Period, in both cases, which are required to be filed after the Closing Date. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity provided that no reserve may be claimed or expense accelerated if any amount could be included in the income of the Purchased Companies for any period ending after the Closing Date. The Purchaser shall provide drafts of all such Tax Returns to the Sellers at least thirty (30) calendar days before the applicable Tax Return becomes due, and the Sellers shall have fifteen (15) calendar days following the receipt of any such Tax Return to provide Purchaser with written notice of any disputed items therein. Upon receipt of any such notice, the Purchaser shall incorporate all revisions reasonably requested by the Sellers, taking into account all economic implications for both the Sellers and the Purchaser.

(3) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be:

(a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and

(b) in the case of Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended on the Closing Date.

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(4) The Seller and the Purchaser will co-operate fully and assist each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation and filing of all Tax Returns of the Purchased Companies and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to such Tax Returns.

(5) The Purchaser shall not (i) amend, or cause to be amended, any Tax Returns of the Purchased Companies (a) filed by the Sellers prior to the Closing Date, (b) filed by the Sellers pursuant to Section 10.3(1) or (c), filed by the Purchaser pursuant to Section 10.3(2); (ii) make or change or revoke any material Tax election, change any Tax classification, or adopt or change any Tax accounting method; (iii) enter into any closing agreement or other contractual obligation in respect of Taxes with any Governmental Entity; settle any material action, suit, proceeding, claim or demand with respect to Taxes, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (iv) make a voluntary approach or pursue any voluntary disclosure agreement with any Governmental Entity, in each instance with respect to a Pre-Closing Tax Period unless the Purchaser obtains the prior written consent of the Sellers’ Representative to such action, with such consent not to be unreasonably withheld or delayed by the Sellers’ Representative.

(6) Any credits, refunds and other recoveries of any Taxes of any Purchased Company with respect to any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), shall belong to the Sellers and be paid to them promptly upon any credit thereof to, or receipt or recovery thereof by, Purchaser, any Purchased Company or any of their Affiliates. If requested by the Sellers’ Representative, Purchaser shall, and shall cause each Purchased Company to, reasonably cooperate with the Sellers’ Representative in filing any Tax Return necessary to claim such Tax credits or refunds (including filing amended Tax Returns).

(7) To the extent not completed prior to Closing, from and after Closing, the Sellers shall, and shall cause the Sellers’ auditors, Skoda Minotti, Certified Public Accountants, to, provide such assistance as is reasonably necessary or desirable to the Purchaser for the preparation and review of the interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019 and the 6-month period ending June 30, 2019.

Section 10.4 Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party hereto, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Interest to the Purchaser and carry out the intent of this Agreement and any Ancillary Agreement.

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Section 10.5 R&W Insurance Policy.

The Purchaser shall not consent to any amendment, waiver, cancellation or modification to the R&W Insurance Policy without the prior written consent of the Sellers’ Representative. The insurance provider under the R&W Insurance Policy shall have no subrogation right, entitlement of privilege, or any recourse whatsoever, against the Sellers pursuant to this Agreement, the R&W Insurance Policy or otherwise, except in the case of Fraud, in which case the insurance provider shall be entitled to subrogate or otherwise pursue, seek damages or recovery from or against the Sellers in accordance with the R&W Insurance Policy (but only to the extent the damages in respect of which the applicable payment under the R&W Insurance Policy was made to the Purchaser is caused by the Fraud of the Sellers). Notwithstanding anything to the contrary herein, neither any revocation, waiver, cancellation or modification of the R&W Insurance Policy after the Closing Date, nor any inability of, nor any denial by the provider of the R&W Insurance Policy, to pay any Damages contemplated by the R&W Insurance Policy, shall result in liability under Article 9 to the Sellers or Principals which is in excess of the liability of the Sellers or Principals contemplated under Article 9.

Section 10.6 D&O Liability and Indemnification.

(1) The Purchaser agrees that all rights to indemnification or exculpation (and advancement of expenses) now existing in favor of the directors, officers, employees and agents of each Purchased Company (each, a “D&O Indemnitee”), as provided in such Purchased Company’s Organizational Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Closing and shall continue in full force and effect and that the Purchased Companies will perform and discharge the Purchased Companies’ obligations to provide such indemnity and exculpation after the Closing. To the maximum extent permitted by Law, such indemnification shall be mandatory rather than permissive, and each Purchased Company shall advance expenses in connection with such indemnification as provided in such Purchased Company’s Organizational Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Purchased Companies’ Organizational Documents shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, employees or agents of any Purchased Company, unless such modification is required by Law.

(2) The Sellers shall purchase and maintain in effect beginning on the Closing and for a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage (including any policy providing coverage for combined fiduciary and employment practices liability) for the benefit of those D&O Indemnitees who are covered by any Purchased Company’s directors’ and officers’ liability insurance policies as of the date hereof or at the Closing with respect to matters occurring prior to the Closing. Such policy shall provide coverage that is at least equal to the coverage provided under the Purchased Companies’ current directors’ and officers’ liability insurance policies in effect as of

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the date hereof; provided that the Sellers may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date.

(3) The directors, officers, employees and agents of each Purchased Company entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 10.6 are intended to be third party beneficiaries of this Section 10.6. This Section 10.6 shall survive the Closing and shall be binding on all successors and assigns of the Purchaser and the Purchased Companies.

Section 10.7 Company Leases.

In the event [Redacted - Personal Information - Company Leases] remains a guarantor under any Lease from and after Closing, Purchaser shall use commercially reasonable efforts, including, but not limited to, obtaining any consent or amendment, to fully remove [Redacted - Personal Information - Company Leases] as a guarantor and extinguish any obligations or liabilities under the applicable guaranty agreement. In the event [Redacted - Personal Information - Company Leases] is not removed as a guarantor under a Lease, such Lease may not be amended, extended or renewed (unless such amendment, extension or renewal fully removes [Redacted - Personal Information - Company Leases] as a guarantor and extinguishes any obligations or liabilities under the applicable guaranty agreement) without [Redacted - Personal Information - Company Leases] prior written consent.

Section 10.8 Assignment of Consideration Shares.

Notwithstanding anything to the contrary herein or in any other Ancillary Agreement, including, but not limited to, the Lock-Up Agreements entered into by the Sellers, from and after the Closing until the expiration of the Lock-Up Period (as defined in the Lock-Up Agreements), any one or more of the Sellers shall have the right, subject to all applicable Laws and Parent’s insider trading policy, to contribute and transfer any or all of the Consideration Shares received by such Seller to a holding entity owned and controlled by such Seller or Sellers, which such contribution and transfer shall be deemed a permitted transfer under the terms of the Lock-Up Agreements. Upon such contribution and transfer, the applicable Sellers shall provide notice to Parent and Parent shall update its books and records to reflect the holding entity as the beneficial and record holder of such shares.

ARTICLE 11

MISCELLANEOUS

Section 11.1 Appointment of the Sellers’ Representative.

(1) Each Seller hereby irrevocably appoints the Sellers’ Representative, or any successor thereto, as its representative, agent, proxy and attorney in fact for such Seller and in such Seller’s name, place and stead for all purposes of this Agreement and any Ancillary Agreements.

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(2) In order to administer efficiently the determination of certain matters under this Agreement and the Escrow Agreement, each Seller hereby agrees that the Purchaser, the Parent and the Escrow Agent will be entitled to:

(a) rely on the Sellers’ Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Sellers’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Sellers and to defend against indemnification claims of the Purchaser Indemnified Parties; and

(b) deal only with the Sellers’ Representative in respect of all matters arising under this Agreement or the Escrow Agreement, including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Sellers or any one of them and to defend against indemnification claims of the Sellers.

(3) All references in this Agreement to decisions and actions to be taken by Sellers or any one of them, as the case may be, shall be deemed taken by the Sellers or any one of them, as the case may be, if such decisions or actions are taken by the Sellers’ Representative, in its capacity as the Sellers’ Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser or the Parent and directed to the Sellers or any one of them, as the case may be, shall be deemed directed to the Sellers or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser or the Parent to the Sellers’ Representative.

(4) The Sellers’ Representative, in its capacity as the Sellers’ Representative, shall enter into the Escrow Agreement (instead of all of the Sellers) with regard to the Escrow Fund. Any and all amounts payable to the Sellers under this Agreement from the Escrow Fund shall be paid by the Escrow Agent to the Sellers’ Representative, as the representative of the Sellers, and the Sellers’ Representative shall promptly distribute to each Seller its Pro Rata Share of the net proceeds therefrom (less any reimbursement of expense provided for under this Section 11.1), in immediately available funds to an account designated by such Seller.

(5) In no event shall the Purchaser, the Parent or the Escrow Agent be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by the Purchaser or the Escrow Agent, and the Purchaser, the Parent and the Escrow Agent shall be entitled to rely upon any notice provided thereto by the Sellers’ Representative or action taken by the Sellers’ Representative acting within the scope of its authority.

(6) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defense shall be ineffective by reason only of it having been made or given to or by a Seller directly if each of the Purchaser, the Parent or the Escrow Agent and the other Sellers consent by virtue of not objecting to such dealings without the intermediary of the Sellers’ Representative.

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(7) Each Seller and the Purchaser and the Parent hereby waive all potential conflicts of interest arising out of the Sellers’ Representative’s activities or authority, as the Sellers’ representative, and its relationships with the Purchased Companies or any of their Affiliates.

(8) Subject to the provisions hereof, the Sellers’ Representative hereby accepts the foregoing appointment and agrees to serve as the Sellers’ Representative subject to, and each Seller and the Purchaser and the Parent expressly acknowledges and agrees to, the limitation of the liability of the Sellers’ Representative as set forth below:

(a) The Sellers’ Representative shall be obligated to perform only the duties specifically set forth in this Agreement and shall have no implied duties or obligations.

(b) THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, SHALL HAVE NO LIABILITY TO THE SELLERS, THE PURCHASER OR THE PARENT FOR ANY ACT OR OMISSION IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE SELLERS’ REPRESENTATIVE.

(c) IN NO EVENT SHALL THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, BE LIABLE TO ANY SELLER, THE PURCHASER OR THE PARENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE AND OTHER RELATED DAMAGES.

(d) The Sellers’ Representative may rely and shall be protected in relying upon any document or instrument believed by the Sellers’ Representative to be genuine (or to be a genuine copy, facsimile, email/PDF of such document or instrument) and to have been signed by any Person, and shall not be liable for any action taken or omitted in accordance with the provisions of such instrument.

(e) The Sellers’ Representative may, from time to time (at the expense of the Sellers), consult with legal counsel (including, without limitation, counsel that has previously represented the Sellers’ Representative or the Company in connection with the transactions contemplated by this Agreement) with respect to any matter arising in connection with the rights or duties of the Sellers’ Representative under this Agreement or any other document relating to the transactions contemplated by this Agreement, or in connection with the foregoing appointment, and shall not be liable to the Sellers for, and shall be fully protected with respect to, any action taken or omitted in reliance upon the advice of such counsel.

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(f) If any conflicting or inconsistent claims or demands are made in connection with this Agreement, or if the Sellers’ Representative is in doubt as to what action it should take under this Agreement, the Sellers’ Representative may, at its option, refuse to comply with any claims or demands, or refuse to take any other action under this Agreement so long as such disagreement continues or reasonable doubt exists. The Sellers’ Representative shall not be liable in any way or to any Seller for its failure or refusal to act in accordance with the foregoing sentence. The Sellers’ Representative shall be entitled to continue to refrain from acting until (A) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (B) the Sellers’ Representative has been notified in a writing signed by all interested parties that all differences have been settled by agreement among all of the interested parties. In addition, if the Sellers’ Representative has any doubt as to the course of action it should take under this Agreement, the Sellers’ Representative is authorized to petition any court of the State of Georgia for instructions or to interplead funds or assets held by the Sellers’ Representative into such court. Each Seller agrees to indemnify and hold the Sellers’ Representative harmless from any liability or losses occasioned by such action and to pay any and all of its fees, costs, expenses and attorneys’ fees incurred in any such action and agree that, on such petition or interpleader action, the Sellers’ Representative will be relieved of all liability. In no event will the Sellers’ Representative be required to take any actions described in this Section 11.1(8)(f).

Section 11.2 Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, electronic mail or facsimile and addressed:

(a) to the Purchaser, the Parent or the Purchased Companies following Closing at:

c/o Akumin Inc.
[Redacted - Personal Information - Notices]
Attention:	[Redacted - Personal Information - Notices]
Telephone:	[Redacted - Personal Information - Notices]
Facsimile:	[Redacted - Personal Information - Notices]
Email:	[Redacted - Personal Information - Notices]

(b) to the Sellers, the Principals, the Sellers’ Representative or the Purchased Companies prior to Closing at:

[Redacted - Personal Information - Notices]

[Redacted - Personal Information - Notices]

Email: [Redacted - Personal Information - Notices]

with a copy that shall not constitute notice to:

Greenberg Traurig, P.A.

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[Redacted - Personal Information - Notices]
Attention:	[Redacted - Personal Information - Notices]
Telephone:	[Redacted - Personal Information - Notices]
Facsimile:	[Redacted - Personal Information - Notices]
Email:	[Redacted - Personal Information - Notices]

(c) A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender), or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party.

Section 11.3 Time of the Essence.

Time is of the essence in this Agreement.

Section 11.4 Announcements.

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made prior to Closing except with the prior written consent and joint approval of both the Sellers’ Representative and the Purchaser, or if required by Law or a Governmental Entity. Where such disclosure is required by Law or a Governmental Entity, the Party required to make such disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to its form, nature and extent of the disclosure. After the Closing, any disclosure by the Sellers or the Sellers’ Representative may be made only with the prior written consent and approval of the Purchaser unless such disclosure is required by Law or a Governmental Entity, in which case the Sellers shall use its commercially reasonable efforts to obtain the approval of the Purchaser as to the form, nature and extent of the disclosure.

Section 11.5 Third Party Beneficiaries.

(1) Except as otherwise provided in this Agreement, including Section 9.3, Section 9.4 and Section 10.6, (i) the Parties intend that this Agreement will not benefit or create any right or cause of action in favor of any Person, other than the Parties, and (ii) no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

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(2) The Parties acknowledge to each of the Indemnified Persons and the D&O Indemnities (the “Third Party Beneficiaries”) their direct rights against the applicable Party under Article 9, Section 10.6 and this Section 11.5, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives, and for such purpose, the Parties hereto agree and acknowledge that they are acting as agent of their respective Third Party Beneficiaries and agree to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

(3) Notwithstanding the forgoing, the Parties acknowledge to each of the Purchaser Financing Sources (the “Purchaser Financing Source Third Party Beneficiaries”) their direct rights against the applicable Party under this Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, which are intended for the benefit of, and shall be enforceable by, each Purchaser Financing Source Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives.

Section 11.6 Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any court of the United States or Canada or any state or province thereof having jurisdiction over the Parties and the matter, in each case without the requirement of posting a bond or proving actual damages, in addition to any other remedy to which they are entitled at law or in equity.

Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 11.6, neither any Seller, nor any Principal, nor the Company nor other Purchased Company (nor any of their Affiliates nor any of their or their Affiliates’ respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys or representatives) shall be entitled to specifically enforce any rights of the Purchaser or any Affiliate thereof to cause the Purchaser Financing to be funded.

Section 11.7 Expenses.

Except as otherwise expressly provided in this Agreement, the Purchaser shall pay for (a) its own and the Parent’s costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them, and (b) the costs and expenses of the Purchased Companies, the Sellers and the Principals (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this

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Agreement or any Ancillary Agreements and the transactions contemplated by them, up to the Transaction Costs Threshold Amount. The Sellers and the Principals shall be liable for the Transaction Costs in excess of the Transaction Costs Threshold Amount. Upon request, the Sellers shall deliver invoices or other reasonable evidence of any Transaction Costs included in the Transaction Costs Threshold Amount.

Section 11.8 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Sellers’ Representative, the Purchaser and the Parent. Notwithstanding anything to the contrary contained herein, Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18 (and any related definitions used in those sections) may not be amended, supplemented, waived or otherwise modified in a manner that is adverse in any respect to any Purchaser Financing Source without the prior written consent of such Purchaser Financing Source.

Section 11.9 Waiver.

No waiver of any of the provisions of this Agreement or any Ancillary Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of such right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 11.10 Entire Agreement.

This Agreement, including the Schedules hereto and the Disclosure Letter, together with the Ancillary Agreements and the other instruments referred to herein, (i) constitutes the entire agreement between the Parties; (ii) supersedes all prior agreements or discussions of the Parties; and (iii) sets forth the complete and exclusive agreement between the Parties, in all cases, with respect to the subject matter herein.

Section 11.11 Successors and Assigns.

(1) Upon execution of the Agreement by the Parties, it will be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns.

(2) Except as provided in this Section 11.11, neither this Agreement nor any of the rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(3) Upon giving notice to the Sellers’ Representative, the Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to:

(a) any of its Affiliates, provided that such Affiliate and the Purchaser shall be jointly and severally liable with respect to all of the obligations of the Purchaser, including the representations, warranties, covenants, indemnities and agreements of the Purchaser; or

(b) to any Person that acquires all or substantially all of the assets of the Purchaser.

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(4) The Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to its lenders or any agent for its lenders as collateral security for its obligations under the Purchaser Financing, without any requirement of notice or consent of the Sellers’ Representative or any other Seller, but shall remain liable for all of its obligations hereunder.

Section 11.12 Jury Waiver.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Section 11.13 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 11.14 Governing Law.

(1) This Agreement is governed by and will be interpreted and construed in accordance with the laws of the State of Georgia.

(2) EXCEPT IN CONNECTION WITH ANY THIRD PARTY CLAIM BROUGHT AGAINST AN INDEMNIFIED PERSON, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN DISPUTES WITH RESPECT TO MATTERS GOVERNED BY SECTION 2.7 AND SECTION 10.3 (WHICH ITEMS SHALL BE RESOLVED SOLELY IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES SET FORTH THEREIN; PROVIDED, THAT A PARTY HERETO MAY SEEK TO HAVE A JUDGMENT ENTERED TO ENFORCE THE DETERMINATIONS OF THE INDEPENDENT ACCOUNTANTS IN ANY COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHICH SUCH DETERMINATIONS ARE TO BE ENFORCED)) WILL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED WITHIN ATLANTA, GEORGIA OR THE STATE COURTS LOCATED IN ATLANTA, GEORGIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING, PROVIDED THAT SUCH COURTS SHALL APPLY THE LAWS OF

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THE STATE OF GEORGIA. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 11.15 Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

Section 11.16 Disclosure Letter.

The representations and warranties contained in Article 3 are qualified by reference to the Disclosure Letter attached to this Agreement. The Parties agree that the Disclosure Letter constitutes (a) exceptions to particular representations, warranties, covenants and obligations of the Sellers as set forth in this Agreement or (b) descriptions or lists of assets and liabilities and other items referred to in this Agreement. Inclusion of information in the Disclosure Letter shall not be construed as an admission that such information is material to the Sellers, the Purchased Companies, the Business or the Assets of the Purchased Companies. The Purchaser acknowledges that headings have been inserted on the individual schedules included in the Disclosure Letter for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Disclosure Letter. Information contained in the Disclosure Letter under any particular schedule or section is deemed disclosed with respect to all other representations and warranties of the Sellers to the extent where the relevance of an exception to such other representation and warranty is reasonably apparent based upon a plain reading of such exception, regardless of whether a cross-reference to the applicable schedule and/or section is actually made.

Section 11.17 Attorney-Client Privilege; Conflict Waiver.

To the extent not prohibited by applicable Law, the Parties agree that any attorney-client, work product or similar privilege applicable to any documents or communications of the Sellers, the Purchased Companies or any of their respective Representatives existing at or prior to the Closing (to the extent relating to the sale of the Purchased Companies or the transactions contemplated by this Agreement) (collectively, the “Privileged Communications”) shall, notwithstanding the transfer of the Purchased Interest pursuant to this Agreement, belong to and be retained by the Sellers or their respective Representatives, as applicable, and may be asserted or waived solely by the Sellers or their respective Representatives, as applicable, from and after the Closing and shall not be transferred, conveyed or otherwise become the property of the Purchaser or any Purchased Company or

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be asserted or waived by Purchaser or any Purchased Company from and after the Closing; provided that, to the extent allowed by applicable Law, the Purchased Companies may assert such privileges to the extent relating to a dispute that does not involve the Sellers or any of their respective Representatives. The Parties agree that the Sellers shall be entitled to take all steps reasonably necessary to segregate the Privileged Communications from the documents and communications delivered to the Purchaser (or retained by the Purchased Companies) in connection with the transactions contemplated by this Agreement and the Purchaser shall provide such assistance to the Sellers in furtherance of such steps as the Sellers may reasonably request. The Purchaser, the Parent and the Purchased Companies acknowledge and agree that Greenberg Traurig, LLP and/or one or more of its affiliated or related entities (“GT”) has represented the Sellers and Principals and/or their respective Representatives and associates prior to the Closing and that GT may represent such persons and its Representatives after the Closing. To the extent not prohibited by applicable Law, the Purchaser and the Parent each hereby waives and agrees not to assert, and agrees to cause the Purchased Companies to waive and not to assert, any conflict that may arise in connection with the representation of such Seller or any of its Representatives by GT after the Closing as such representation may relate to the Purchased Companies and their respective Representatives or the transactions contemplated by this Agreement (including, without limitation, in connection with a dispute with the Purchaser, the Parent or a Purchased Company following the Closing).

Section 11.18 No Recourse to Purchaser Financing Sources.

In furtherance of the foregoing and without limiting the generality of Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, the parties hereto agree that, notwithstanding anything in this Agreement to the contrary, each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, shall not have, and hereby waives, any rights or claims against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). In furtherance of and not in limitation of the foregoing waiver, it is agreed that no Purchaser Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to any Seller or any Principal (or, in

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each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns) in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). Without limiting the foregoing, no Purchaser Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to any Seller or any Principal (or, in each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns).

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

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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PURCHASER:	AKUMIN CORP.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer
PARENT:	AKUMIN INC.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

SELLERS:

[Redacted – Personal Information – Sellers]

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PRINCIPALS:

[Redacted – Personal Information – Principals]

[Signature Page to Share Purchase Agreement]

Schedule A

[Redacted – Personal Information – Schedule A]

Schedule A

Schedule 2.4

Earnout

(see attached)

Schedule 2.4

Schedule 2.4

Earnout

Section 1.1 Definitions

“Centers” means the outpatient diagnostic imaging centers located at the premises specified in Appendix 1 to this Schedule 2.4.

“Earnout Expenses” means the sum of the following accrued, incurred and/or paid during the Earnout Period for or in respect of all or any of the Centers, whether incurred by the Company and Elite or any of their respective affiliates (including the Purchaser and the Parent): (a) expenses related to radiology and other medical services relating to procedures conducted at a Center, (b) expenses for rent, additional rent, maintenance and utilities for the real estate premises of each Center, (c) expenses relating to the rent or lease of any medical or other equipment located at each Center (provided that any expenses relating to the rent or lease of any medical or other equipment from an Affiliate would be on arms’ length terms and any lease of medical or other equipment by the Company to Elite existing on the date hereof would be disregarded), (d) expenses relating to the provision of personnel onsite at one or more Center (including all salaries, bonuses, benefits, vacation pay, employer withholdings), including all marketing personnel and technicians, and (e) 18% of Earnout Revenue on account of corporate overhead and shared expenses.

“Earnout Period” means the period from January 1, 2020 through June 30, 2020 (inclusive).

“Earnout Revenue” means the revenue of Elite earned during the Earnout Period from the provision of medical services at the Centers, including any medical records or other operating income generated during the Earnout Period, as demonstrated by the working papers supporting the Measurement Financial Statements, all as calculated in accordance with the past practices of the Parent as reported in accordance with laws applicable to the Parent.

“Measurement Financial Statements” means the consolidated financial statements of the Parent for the 6-month period ended June 30, 2020 prepared in accordance with IFRS except that the impact of IFRS 16-Leases (effective from January 1, 2019) will be offset from the income statement in the Measurement Financial Statements.

“Purchaser Expenses” means the sum of (a) all non-ordinary course capital expenditures incurred (or paid) by the Purchaser or a Purchased Company (or any of their affiliates) during the Earnout Period relating to the operations of any Center, which capital expenditures would include, without limiting the generality of the foregoing, any expenditures incurred in connection with the build-out of any Center and any expenditures relating to the remediation or replacement of any equipment located in any Center (but only to the extent such equipment remediation or replacement is not paid or otherwise satisfied for pursuant to an indemnity claim by an Indemnified Person under this Agreement), but not including expenses for any items that are reimbursed by a third party or are covered under any insurance policy

held by or for the benefit of the Purchaser, the Purchased Company or any Center; and (b) the amount, if any, by which the Working Capital for the Company and Elite with respect to the Centers as demonstrated by the working papers supporting the Measurement Financial Statements calculated as at the end of the Earnout Period (excluding any current liability for any intercompany loan for operating cash) together with the amount of any cash loaned or contributed to the Company or Elite for purposes of funding working capital with respect to the Centers exceeds the Working Capital set forth in the Closing Statement (for the avoidance of doubt, if Working Capital in the Closing Statement is more than the Working Capital and such loaned or contributed cash at the end of the Earnout Period, then this paragraph (b) shall be $nil).

Section 1.2 Calculation of the Earnout

(1) The Earnout shall be calculated as follows:

([2 x (Earnout Revenue - Earnout Expenses) - $6,819,000] x 6) - Purchaser Expenses

(2) Within 60 days following the end of the Earnout Period, the Purchaser shall prepare and deliver to Sellers’ Representative a draft statement (the “Draft Earnout Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of the Earnout.

(3) The Sellers’ Representative shall have 15 Business Days to review the Draft Earnout Statement following receipt of it and the Sellers’ Representative must notify the Purchaser in writing if it has any objections to the Draft Earnout Statement within such 15 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and its auditors, to all work papers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Earnout Statement.

(4) If the Sellers’ Representative sends a notice of objection of the Draft Earnout Statement in accordance with Section 1.2(3), the Parties shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Earnout Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to the Independent Accountants. The Independent Accountants shall identify a member at an office located in Georgia to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the Parties and expediting the accurate resolution of the dispute. The determination of the Independent Accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute shall be based on the terms of this Agreement only, will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountants are deemed to be acting as experts and not as arbitrators.

(5) If the Sellers’ Representative does not notify the Purchaser of any objection within the 15 Business Day period, the Sellers are deemed to have accepted and approved the Draft Earnout Statement and such Draft Earnout Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Earnout Statement” on the next Business Day following the end of such 15 Business Day period.

(6) If the Sellers’ Representative sends a notice of objection in accordance with Section 1.2(4), the Parties shall revise the Draft Earnout Statement to reflect the final resolution or final determination of such objections under Section 1.2(4) within ten Business Days following such final resolution or determination. Such revised Draft Earnout Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Earnout Statement will become the “Earnout Statement” on the next Business Day following revision of the Draft Earnout Statement under this Section 1.2(6).

(7) The Sellers and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Earnout Statement. In the case of a dispute and the retention of the Independent Accountants to determine such amount(s) in dispute, the costs and expenses of the Independent Accountants will be borne by the Sellers and the Purchasers in such proportions as the positions taken by each of the Sellers and the Purchaser are unsuccessful when compared to the Earnout Statement, as determined by the Independent Accountants. However, the Sellers and the Purchaser shall each bear their own costs in presenting their respective cases to the Independent Accountants.

(8) The Parties agree that the procedure set forth in this Section 1.2 for resolving disputes with respect to the Draft Earnout Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 1.2(8) will not prohibit any Party from instigating litigation to compel specific performance of this Section 1.2(8) or to enforce the determination of the Independent Accountants.

Section 1.3 Payment of the Earnout

The Purchaser shall pay to the Sellers’ Representative the Earnout as set forth on the Earnout Statement by wire transfer of immediately available funds as follows:

(a) 50% within five Business Days after the date the Draft Earnout Statement becomes the Earnout Statement; and

(b) 50% on the date that is 6 months after the date the Draft Earnout Statement becomes the Earnout Statement (or if such date is not a Business Day, on the first Business Day thereafter).

Section 1.4 Conduct of the Centers and the Business

(1) During the Earnout Period, the Purchaser shall maintain financial books and records with respect to the operations of the Centers in a manner that enables the Purchaser to calculate, and for the Sellers’ Representative to reasonably verify, the Earnout Revenue, Earnout Expenses and Purchaser Expenses. Upon request of the Sellers’ Representative, the Sellers’ Representative shall be provided with quarterly reports demonstrating the Earnout Revenue, Earnout Expenses and Purchaser Expenses for the given quarter within 45 calendar days after the end of each quarter, beginning with the first full fiscal quarter ended after the Closing Date.

(2) During the Earnout Period, Purchaser agrees and covenants that, unless otherwise approved by the Sellers’ Representative, which approval shall not be unreasonably withheld, it: (a) shall in good faith operate the Centers or cause the Centers to be operated in a manner consistent with the past practices of the Business, and shall not take any intentional actions intended to reduce the Earnout Revenue of such Centers; provided, that the Purchaser or its Affiliates shall not be under any obligation to operate the Centers in violation of any applicable Laws nor in any manner which is contrary to industry accepted standards of care; (b) shall promptly notify the Sellers’ Representative if there is a material adverse change in the operations of any Center; (c) other than the merger of the Company with the Purchaser or a transfer of the membership interests of Elite in accordance with the Administrative Services Agreement or Nominee and Pledge Agreement, each dated May 1, 2018, to which the Company, Elite and [Redacted - Personal Information - Conduct of the Centers and the Business] and the Company and [Redacted - Personal Information - Conduct of the Centers and the Business], respectively, are a party (as such agreements may be amended at or prior to Closing), shall seek the prior written consent of the Sellers’ Representative prior to (i) the liquidation, dissolution or winding up of any of the Centers or any of the Purchased Companies that operate such Centers, (ii) the merger or consolidation, directly or indirectly, of any of the Centers or any of the Purchased Companies that operate such Centers, or (iii) the sale, exchange, transfer, lease, dispose of, surrender or abandon all or substantially all assets or membership interests or other securities of the Centers or the Purchased Companies that operate such Centers, in one or more related transactions; (d) shall not transfer or terminate a material portion of the employees of the Centers who perform the technical or radiological component of medical services or who market the medical services; (e) shall not terminate the employment of [Redacted - Personal Information - Conduct of the Centers and the Business] without “Cause” or take any action that would permit [Redacted - Personal Information - Conduct of the Centers and the Business] to terminate his or her employment for “Good Reason” (as each term is defined in his or her respective employment agreement, as amended at or prior to Closing); (f) shall not receive or agree to receive consideration of less than fair market value for services provided to, or on behalf of, any Centers, except to the extent required to comply with their contractual obligations to any third party; and (g) shall not intentionally transfer any customer of the Centers to a facility or business outside of the Centers, or otherwise credit payments from any customer of the Centers to a facility or business outside of the Centers.

Appendix 1 – Centers

To Schedule 2.4

1040 Eagles Landing Parkway, Suite 102, Stockbridge, Georgia, 30281

2623-2625 North Decatur Road, Decatur, Georgia 30033

3547 Peachtree Industrial Blvd., Suite 4, Duluth, Georgia, 30096

4800 Ashford Dunwoody Road, Suite 140, Atlanta, Georgia, 30338

939 Bob Arnold Blvd., Suite C, Lithia Springs, Georgia, 30122

790 Church Street, Suite 105, Marietta, Georgia, 30096

Schedule 2.6(1)

[Redacted – Commercially Sensitive Information – Schedule 2.6(1)]

Schedule 2.6(1)

Schedule 6.1(i)(v)

List and Form of Seller Non-Competition Agreement

(see attached)

Schedule 6.1(i)(v)

Schedule 6(i)(v): List and Form of Seller Non-Competition Agreement

• [Redacted - Personal Information - Schedule 6.1(i)(v)]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated [•], 2019, is entered into by and among [•] (the “Restricted Party”), Akumin Corp. (the “Purchaser”) and SFL Radiology Holdings, LLC (the “Company”).

RECITALS:

(a) Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated April 15, 2019, the Purchaser has agreed to purchase all of the equity interests in the Company (the “Transaction”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

(b) It is a condition of the closing of the Transaction that the Restricted Party execute and deliver this Agreement.

In consideration of the above and for other good and valuable consideration, the parties hereby agree as follows:

Section 1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Business” means the business carried on by the Company as of the date of the Agreement, namely the provision of outpatient diagnostic services in Georgia, and includes, for greater certainty, those services provided at the diagnostic centers that are subject to the Earn-Out (as defined in the Purchase Agreement) and, without limiting the generality of the foregoing, also includes the provision of support, management or administrative services, personnel, equipment or space, directly or indirectly, to any providers or operators of outpatient diagnostic centers.

“Closing Date” has the meaning specified in the Purchase Agreement.

“Customers” means all Persons who are at the Closing Date or were at any time within the twelve (12) months prior to the Closing Date referral sources and customers of the Business.

“Indemnified Party” has the meaning specified in Section 9.

“Interest” has the meaning specified in Section 8.

“Notice” has the meaning specified in Section 14.

“Parties” means the Restricted Party, the Purchaser and the Company, and “Party” means any one of them.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“Prospective Customers” means all Customers solicited at any time during the twelve (12) month period prior to the Closing Date in connection with the Business, as evidenced by written record.

“Targets” means the Company and each of its subsidiaries as of the Closing Date, and any outpatient diagnostic center owned by any of them as of the Closing Date.

“Term” has the meaning specified in Section 3.

“Territory” means the area within a 20-mile radius of any of the facilities specified in Schedule A.

Section 2 Interpretation.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and the insertion of headings are for convenient reference only and do not affect its interpretation and the expression “Section” and other subdivision followed by a number mean and refer to the specified Section or other subdivision of this Agreement. In this Agreement the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”.

Section 3 Term of Agreement.

The term of this Agreement starts on the Closing Date and ends on the fifth (5th) anniversary of this Agreement (the “Term”).¹ Upon expiration or termination of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided that the expiration or termination of this Agreement shall not relieve any Party from any liability for breach of this Agreement that occurred prior to the expiration or termination of this Agreement. Section 9 of this Agreement survives the expiration or other termination of this Agreement.

Section 4 Non-Competition.

Subject to Section 8 hereof, during the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business in all or any part of the Territory which is in competition with the Business.

¹ [Redacted - Personal Information - Term of Agreement]

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Section 5 Non-Solicitation of Customers.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by or through any Person or otherwise, in connection with the provision of diagnostic imaging services within the Territory:

(a) solicit the business of, or procure or assist the canvassing or soliciting of the business of, any Customer or Prospective Customer;

(b) accept, or procure or assist the acceptance of, any business from any Customer or Prospective Customer; or

(c) supply, or procure or assist the supply of, any goods or services to any Customer or Prospective Customer.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 5 shall not in any way limit the ability of a physician or other medical professional to exercise his or her professional judgment in the treatment of any patient of such physician or professional, including as to where or to whom to refer such patient for diagnostic services. Further, this Section 5 shall not prevent any Seller or Principal from undertaking general solicitations of customers not specifically targeted at Customers or Prospective Customers, whether within or outside of the Territory.

Section 6 Non-Solicitation of Employees.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, in connection with the provision of diagnostic imaging services:

(a) employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of any Target any individual who is employed or engaged by such Target as of the Closing Date, whether or not such individual would commit any breach of his contract or terms of employment by leaving the employ of such Target;

(b) employ, offer employment to or solicit the employment or engagement of any individual who was employed or engaged at any Target as of the Closing Date and who has resigned from such Target within three months prior to such employment, offer of employment, solicitation or engagement; or

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(c) procure or assist any Person to employ, offer employment or solicit the employment or engagement of or otherwise entice away from the employment of any Target any such individual employed or engaged at such Target as of the Closing Date.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 6 shall not in any way apply to (i) an individual whose employment or engagement with any Target has been terminated for any reason or no reason prior to the employment, offer of employment, solicitation or engagement by the Restricted Party, or (ii) general solicitations of employment not specifically directed at employees of the Targets through newspapers, or other media of general circulation (including through the use of employment agencies or search firms).

Section 7 Non-Interference.

The Restricted Party shall not on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, adversely interfere or attempt to adversely interfere with the Business or persuade or attempt to persuade any Customer, Prospective Customer, employee or supplier of any Target to discontinue or alter such Person’s relationship with such Target.

Section 8 Portfolio Exception.

Notwithstanding anything to the contrary in this Agreement, the Restricted Party shall not be in default under this Agreement by virtue of holding not more than five percent (5%) of the issued and outstanding securities of a Person (the “Interest”), the securities of which are listed on a recognized stock exchange and with which Person the Restricted Party has no connection whatsoever other than the Interest, provided that the Restricted Party holds such Interest as a passive investor.

Section 9 Indemnification.

The Restricted Party shall indemnify and save the Company, the Purchaser and each of their respective shareholders, members, directors, managers, officers, employees, agents and representatives (each, an “Indemnified Party”) harmless of and from and will pay for any claim, demand, action, cause of action, judgment, loss, liability, damage or expense suffered by, imposed upon or asserted against the Indemnified Party as a result of, in connection with or arising out of any violation, contravention or breach of this Agreement by the Restricted Party.

- 4 -

Section 10 Reasonableness.

The Restricted Party expressly acknowledges that the agreements and covenants provided by Restricted Party in this Agreement are essential to protect the value of the Business and such covenants and agreements contained herein are a material and substantial part of the Transaction contemplated by the Purchase Agreement (supported by adequate consideration) and are a material inducement to the Purchaser’s agreement to consummate the Transaction. The Restricted Party further acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defense any issue of reasonableness (including the reasonableness of the Territory or the duration and scope of this Agreement) in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of the Targets by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law. The Restricted Party agrees not to challenge or raise any equitable defenses to the enforceability of the restrictive covenants contained in this Agreement.

Section 11 ²[Enforcement of Covenants.

The Restricted Party shall, at its own expense, take all lawful and reasonably necessary actions, including the institution of legal proceedings, to prevent or stop any violation, contravention or breach of this Agreement by any of its representatives or agents. In the absence of such action by the Restricted Party, the Purchaser may take such reasonably necessary action in its own name and the Restricted Party shall be subject to the indemnification provisions set forth in Section 9.]

Section 12 Notification.

The Restricted Party shall promptly notify the Purchaser of any violation, contravention or breach of this Agreement as soon as it becomes aware of any such event.

Section 13 Equitable Remedies.

In the event of a violation, contravention, breach or threatened breach of this Agreement by the Restricted Party, the Restricted Party acknowledges and agrees that the applicable Target’s remedy at law for any breach of the covenants contained herein would be inadequate and such Target is entitled to both temporary and permanent injunctive relief, without the necessity of posting a bond. The right of the Target to injunctive relief is in addition to any and all other remedies available to it and will not prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it including the recovery of monetary damages.

² NTD: To be included if the Restricted Party is not an individual.

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Section 14 Notices.

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed:

(i) to a Target at:

c/o Akumin Inc.

[Redacted - Personal Information - Notices]

Attention:        [Redacted - Personal Information - Notices]

Telephone:     [Redacted - Personal Information - Notices]

Email:           [Redacted - Personal Information - Notices]

(ii) to the Restricted Party at the address listed on the Signature Page.

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile, or (iii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender). A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 15 Miscellaneous.

(1) Time. Time is of the essence in this Agreement.

(2) Third Parties. Except as provided in Section 9, each Party to this Agreement intends that this Agreement will not benefit or create any right or cause of action in favor of, or on behalf of, any Person, other than the Parties to it, and no Person, other than the Parties to this Agreement, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(3) Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

(4) Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

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(5) Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties set forth herein will not merge upon and will survive the closing of the transactions contemplated under the Purchase Agreement and, notwithstanding such closing, continue in full force and effect. Such closing will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

(6) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the non-competition covenants of the Restricted Party in connection with the transactions contemplated by the Purchase Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in such connection. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject-matter of this Agreement except as specifically set out in this Agreement.

(7) Successors and Assigns. This Agreement becomes effective when executed by all of the Parties. After that time, it will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(8) Severance/Reformation. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. If after applying the provisions of the preceding sentence, any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

(9) Governing Law. This Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Georgia.

(10) Independent Legal Advice. The Parties each acknowledge that, prior to executing this Agreement, they have been given the opportunity to obtain independent legal advice concerning this Agreement and that they fully understand the nature, content and consequences of this Agreement. This Agreement has been negotiated in good faith between the Parties.

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(11) Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Remainder of page intentionally left blank. Signature page(s) follow.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

RESTRICTED PARTY:

By:

Name:

Title:

Address:

Telephone:

Fax:

Email:

Attention:

PURCHASER:

AKUMIN CORP.

By:

Name:

Title:

COMPANY:

SFL RADIOLOGY HOLDINGS, LLC

By:

Name:

Title:

[Signature Page - Non-Competition and Non-Solicitation Agreement]

Schedule A

• [Redacted - Commercially Sensitive Information - Schedule A]

Schedule 6.1(i)(viii)

[Redacted – Commercially Sensitive Information – Schedule 6.1(i)(viii)]

Schedule 6.1(i)(viii)

Schedule 6.1(i)(ix)

Form of Lock-Up Agreement

(see attached)

Schedule 6.1(i)(ix)

LOCK-UP AGREEMENT

RECITALS:

(a) [Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated as of April 15, 2019, Akumin Corp. (the “Purchaser”) has agreed to purchase all of the equity interests in SFL Radiology Holdings, LLC (the “Transaction”).

(b) As partial consideration for the acquisition contemplated by the Purchase Agreement, the undersigned shall receive common shares in the capital of the Purchaser’s ultimate parent entity, Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Transaction, the “Locked-Up Shares”).

(c) It is a condition of the closing of the Transaction that the undersigned execute and deliver this Lock-Up Agreement.]¹

OR

(a) [Pursuant to the terms of that certain Subscription Agreement (the “Subscription Agreement”) dated as of •, 2019, the undersigned has subscribed for common shares in the capital of Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Subscription Agreement, the “Locked-Up Shares”), and Parent has agreed to issue the Locked-Up Shares to the undersigned in accordance with the terms thereunder.

(b) In connection with the issuance of the Locked-Up Shares, the undersigned is hereby executing and delivering this Lock-Up Agreement to Parent.]²

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees not to directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, reduce its financial exposure to, or deal with the Locked-Up Shares, and further will not publicly announce any intention to undertake any of the foregoing (collectively, the “Lock-Up Restrictions”), except with the consent of the Parent (to be determined in its sole discretion), for a period commencing on the date of this Lock-Up Agreement and continuing through the close of trading on the date that is six months following closing of the Transaction (such period, the “Lock-Up Period”). The undersigned further agrees to provide at least 10 days prior written notice to Parent of any proposed activity that would have been subject to the Lock-Up Restrictions (each a “Notice”) for the period commencing on the expiry of the Lock-Up Period and continuing through the close of trading on the date that is 12 months following closing of the Transaction (such period, the “Notice Period”).

1.

¹ NTD: Recitals if undersigned is a party to the purchase agreement.

² NTD: Recitals if undersigned is not a party to the purchase agreement.

The Lock-Up Restrictions shall not apply to (and no Notice shall be required in respect of): (A) transfers to affiliates of the undersigned, including (if the undersigned is a natural person) any family members, or to any company, trust or other entity owned by or maintained for the benefit of the undersigned, including any company formed to hold the Locked-Up Shares of the undersigned and any other persons; (B) transfers occurring by operation of law or in connection with transactions as a result of the death of the undersigned, provided that in each of (A) and (B) above, that any such transferee shall first execute a lock-up agreement with the Parent in substantially the same form as this Lock-Up Agreement with respect to the Locked-Up Shares for the remainder of the Lock-Up Period and Notice Period then outstanding; or (C) transfers made pursuant to a bona fide take-over bid or transfers made or Locked-Up Shares cancelled as part of a similar acquisition or merger transaction (including by scheme of arrangement or similar such transaction) provided that in the event that such transaction is not completed, any Locked-Up Shares shall remain subject to the restrictions contained herein.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned acknowledges that, prior to executing this Lock-Up Agreement, the undersigned has been given the opportunity to obtain independent legal advice concerning this Lock-Up Agreement and that the undersigned fully understands the nature, content and consequences of this Lock-Up Agreement.

Any notice, direction or other communication given pursuant to this Lock-Up Agreement (including any Notice) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed to the Parent at:

c/o Akumin Inc.
[Redacted - Personal Information - Notices]
Attention:	[Redacted - Personal Information - Notices]
Telephone:	[Redacted - Personal Information - Notices]
Email:	[Redacted - Personal Information - Notices]

Any such notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a business say and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day, or (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile.

This Lock-Up Agreement is irrevocable and will be binding on the undersigned and its respective successors, heirs, personal representatives, and assigns. This Lock-Up Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Georgia. This Lock-Up Agreement will automatically become null and void upon expiry of the

Notice Period.

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DATED as of the date first written above.
Name of Shareholder
Number Locked-Up Shares subject to this Lock-Up Agreement:
Signature of Shareholder	Signature of Witness

Signature Page to Lock-Up Agreement

ACKNOWLEDGED AND AGREED:

AKUMIN INC.

By:

Name:

Title:

Date:

Signature Page to Lock-Up Agreement

Schedule 6.1(i)(xiii)

[Redacted – Commercially Sensitive Information – Schedule 6.1(i)(xiii)]

Schedule 6.1(i)(xiii)

Schedule 6.1(i)(xiv)

Form of Subscription Agreement

(see attached)

Schedule 6.1(i)(xiv)

For United States Investors Only

AKUMIN INC.

SUBSCRIPTION FOR COMMON SHARES

The Purchased Shares (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and are being offered and sold within the United States pursuant to exemptions from registration under the U.S. Securities Act and in compliance with applicable state securities laws. The Purchased Shares are “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and may only be resold or transferred in a transaction that is in accordance with the restrictions referred to herein. The Purchased Shares have not been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority. Any representation to the contrary is a criminal offense in the United States.

TO:                     AKUMIN INC. (the “Corporation”)

The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase such number of common shares of the Corporation (the “Purchased Shares”) set forth below for the aggregate subscription amount set forth below (the “Aggregate Subscription Amount”), upon and subject to the “Acknowledgements, Representations, Warranties and Covenants of the Subscriber” attached hereto (together with the attached Schedule “A”, the “Subscription Agreement”) and in reliance on the representations and covenants of the Corporation set forth in that certain Share Purchase Agreement dated the date hereof by and among the Corporation, Akumin Corp., the Subscriber and those other “Sellers” and “Principals” identified therein (the “Share Purchase Agreement”), or, if the Subscriber is not a party to the Share Purchase Agreement, as set forth in the “Acknowledgements, Representations, Warranties and Covenants of the Corporation” attached hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Share Purchase Agreement.

DATED as of this                      day of                     , 2019.

Number of Purchased Shares to be purchased:
Aggregate Subscription Amount:	US$
Name (full legal name of Subscriber) and Address of Subscriber:
	By:
		(signature)
		(please print name)
		(official capacity)
(telephone number)
(email address)

1

For United States Investors Only

ACKNOWLEDGED AND ACCEPTED:

AKUMIN INC.

By:

Name:

Title:

Date:

2

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber acknowledges, represents, warrants and covenants to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:

(a) it is not aware of any advertisement with respect to the distribution of the Purchased Shares by the Corporation;

(b) it is purchasing the Purchased Shares for its own account and for investment purposes and not with a view towards resale or distribution;

(c) the offer and sale of the Purchased Shares was made in the State of                     ;

(d) it has not received or been provided with a prospectus or offering memorandum in making an investment decision in respect of the Purchased Shares, and the Subscriber’s decision to subscribe for the Purchased Shares was not based upon, and the Subscriber has not relied upon, any representations as to fact made by or on behalf of the Corporation other than as contained in the Share Purchase Agreement;

(e) it is a resident in the State of                     , being the jurisdiction set out as the “Name and Address of Subscriber” on the face page hereof, and it is subscribing for the Purchased Shares on the basis that it is qualified to purchase the Purchased Shares as indicated on Schedule “A” to this Subscription Agreement and the Subscriber makes the representations, warranties and covenants set out in such Schedule “A”;

(f) it is aware that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the Purchased Shares may not be offered or sold, directly or indirectly, in the United States or for the account or benefit of a U.S. Person (as defined in the U.S. Securities Act) without registration under the U.S. Securities Act or compliance with the requirements of an exemption from registration;

(g) it acknowledges that the Corporation is relying on Section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside Canada in respect of its exemption from the prospectus requirements under Ontario securities laws and that the Corporation will file a Form 72-503F – Report of Distributions Outside Canada within ten days of the issuance of the Purchased Shares;

(h) it, either alone or with its advisors, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Purchased Shares and it is able to bear the economic risk of loss of its entire investment in the Purchased Shares;

(i) it understands and acknowledges that the Purchased Shares are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act (“Rule 144”), and that, if in the future it decides to offer, resell, pledge or otherwise transfer any of the Purchased Shares, such securities may be offered, sold, pledged or otherwise transferred only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (c) within the United States, in accordance with Rule 144, if available, and in compliance with any applicable state securities laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States;

(j) it acknowledges that certificates representing the Purchased Shares will bear a legend substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF AKUMIN INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE

3

For United States Investors Only

WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.”

(k) it is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein);

(l) it has had access to management of the Corporation and the opportunity to ask and have answered any and all questions which it wished with respect to the business and affairs of the Corporation, the Purchased Shares and the subscription hereby made, and, to the extent applicable, all such questions have been answered to the full satisfaction of the Subscriber;

(m) it understands that no federal or state governmental agency has passed upon or will pass upon the Purchased Shares or has made or will make any finding or determination as to the fairness of investment in the Purchased Shares;

(n) it has been furnished and has read, understands and is fully familiar with, this Subscription Agreement, which will govern the Purchased Shares, it has received no solicitation or general advertisements, and it has attended no seminar or other public promotional meeting relating to investments in the Purchased Shares; and

(o) it is (i) a person or entity that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (the “Code”) (except as otherwise provided in the Code, a “United States person” is (A) a citizen or resident of the United States, (B) a U.S. domestic (i.e., created or organized in the United States or under the laws of the United States or of any state) partnership, (C) a U.S. domestic corporation and (D) any estate or trust which is not a foreign estate or trust as defined in Code Section 7701(a)(31)) and (ii) a person or entity whose ownership of the Purchased Shares will not subject the Company to a tax, or to a requirement of withholding tax, that would not otherwise be imposed.

The Subscriber acknowledges and agrees that the representations and warranties made by the Subscriber in this Subscription Agreement, or any certificate, document or instrument delivered in connection herewith, are made by the Subscriber with the intent that they may be relied upon by the Corporation and will survive the completion of the transactions contemplated by this Subscription Agreement.

4

For United States Investors Only

SCHEDULE “A”

U.S. INVESTOR CERTIFICATE

This certificate contains certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your legal advisor before completing this certificate and the applicable Exhibits and Appendices attached hereto.

TO:                    AKUMIN INC. (the “Corporation”)

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this U.S. Investor Certificate (“Certificate”) by the Subscriber, this Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the meanings ascribed thereto in the Subscription Agreement. All references to dollar amounts in this Certificate are to the lawful currency of the United States.

The Subscriber hereby certifies to the Corporation that it is an investor falling into the category checked below:

☐	a director or executive officer of the Corporation; or
☐	a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of the person’s purchase exceeds $1,000,000 (for purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability); or
☐	a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
☐	none of the above categories apply but the undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Purchased Shares. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Purchased Shares. The undersigned has considered the suitability of the Purchased Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the securities (including a total loss in the investment).

5

For United States Investors Only

Dated:	Signed:
	Print name of Subscriber

6

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Corporation

The Corporation acknowledges, represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

(a) The Corporation is duly formed and validly existing under the laws of the jurisdiction of its organization. The Corporation has the power to own and operate its property and carry on its business. The Corporation is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business;

(b) The issuance of the Purchased Shares to the Subscriber and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation. The Purchased Shares, when issued pursuant to the terms hereof, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act and under the lock-up agreement to be entered into by the Subscriber;

(c) The execution and delivery of and performance by the Corporation of this Subscription Agreement:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law;

(d) This Subscription Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding agreement of the Corporation, enforceable against it in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Subscription Agreement by the Corporation, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Purchased Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

(f) There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Corporation is a party to any of the transactions contemplated by this Subscription Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

7

For United States Investors Only

(g) There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Corporation pending, or, to the knowledge of the Corporation, threatened against the Corporation, which would materially adversely affect the Corporation’s performance under this Subscription Agreement or the consummation of the transactions contemplated hereby;

(h) Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Corporation;

(i) The Corporation’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Corporation and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Corporation and its Subsidiaries during the periods covered by the Corporation’s Financials, as the case may be. Subscriber acknowledges receipt of the Corporation’s Financials as available under the Corporation’s profile on SEDAR at www.sedar.com;

(j) The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record;

(k) Notwithstanding anything to the contrary contained herein, (i) the Corporation shall not be deemed to make to the Subscriber any representation or warranty other than as expressly made by the Corporation in this Subscription Agreement and (ii) the Corporation does not make any representation or warranty to the Subscriber except as expressly covered by a representation and warranty contained in this Subscription Agreement, any other information or documents (financial or otherwise) made available to the Subscriber or its counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Subscriber hereby acknowledges and agrees to such disclaimer; and

(l) Neither the Corporation nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Subscription Agreement.

8

Schedule 9.6(5)

Third Party Claim Procedure

(1) If the Indemnifying Party assumes the investigation and defense of a Third Party Claim:

(a) the Indemnifying Party shall pay for all reasonable costs and expenses of the investigation and defense of the Third Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defense (or has cured the failure to diligently conduct the defense within 14 calendar days after receiving written notice from the Indemnified Person or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal), be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defense of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party exercised its right to assume the investigation and defense of the Third Party Claim;

(b) the Indemnifying Party shall reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defense of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defense of the Third Party Claim;

(c) the Indemnified Person shall not, other than with respect to Third Party Claims in respect of Taxes, contact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Party, unless required by applicable Law;

(d) legal counsel chosen by the Indemnifying Party to defend the Third Party Claim must be satisfactory to the Indemnified Person, acting reasonably; and

(e) the Indemnifying Party may not compromise and settle or remedy, or cause a compromise and settlement or remedy, of a Third Party Claim without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld or delayed, if, pursuant to, or as a result of such compromise, settlement or remedy, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to the claim that gave rise to the Third Party Claim.

(2) If the Indemnifying Party (i) is not entitled to assume the investigation and defense of a Third Party Claim under Section 9.6(4) of the Agreement, (ii) does not elect to assume the investigation and defense of a Third Party Claim, or (iii) assumes the investigation and defense of a Third Party Claim but fails to diligently pursue such defense, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person has the right (but not the obligation) to undertake the defense of the Third Party Claim. In the case

Schedule 9.6(5)

where the Indemnifying Party fails to diligently pursue the defense of the Third Party Claim, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defense of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defense and the Indemnifying Party fails to do so within 14 calendar days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal.

(3) If, under Section 9.6 of the Agreement, the Indemnified Person undertakes the investigation and defense of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party Claim but the Indemnifying Party shall not be bound by any compromise or settlement of the Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed).

(4) The Indemnified Person and the Indemnifying Party agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings and to use their reasonable efforts to minimize Damages with respect to any Third Party Claim. If the Indemnifying Party assumes the investigation and defense of a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defense of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defense of any Third Party Claim.

EX-99.11

Exhibit 99.11

AKUMIN CORP.

(as “Purchaser”),

AKUMIN INC.

(as “Parent”),

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “SELLER”

(collectively referred to herein as the “Sellers” and, individually a “Seller”),

and

THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AND

IDENTIFIED AS A “PRINCIPAL”

(collectively referred to herein as the “Principals” and, individually a “Principal”)

SHARE PURCHASE AGREEMENT

FOR ADG ACQUISITION HOLDINGS, INC.

April 15, 2019

TABLE OF CONTENTS

Article 1 INTERPRETATION		1
Section 1.1	Defined Terms	1
Section 1.2	References and Usage	17
Section 1.3	Headings, etc.	17
Section 1.4	Knowledge	17
Section 1.5	Schedules and Disclosure Letter	18
Article 2 PURCHASED SHARES AND PURCHASE PRICE		18
Section 2.1	Purchase and Sale	18
Section 2.2	Purchase Price	18
Section 2.3	Payment of the Estimated Closing Payment Amount	18
Section 2.4	Preparation of Estimated Statement	19
Section 2.5	[Reserved]	19
Section 2.6	Preparation of Closing Statement	19
Section 2.7	Closing Adjustment	21
Section 2.8	No Effect on Other Rights	22
Article 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS		22
Section 3.1	Representations and Warranties Regarding the Purchased Companies	22
Section 3.2	Representations and Warranties Regarding the Sellers	46
Article 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT		48
Section 4.1	Representations and Warranties of the Purchaser	48
Section 4.2	Representations and Warranties Relating to the Parent	51
Article 5 PRE-CLOSING COVENANTS OF THE PARTIES		54
Section 5.1	Conduct of Business Prior to Closing	54
Section 5.2	Access for Due Diligence and Transition	56
Section 5.3	Purchaser Confidentiality	56
Section 5.4	Actions to Satisfy Closing Conditions	57
Section 5.5	Transfer of the Purchased Interests	57
Section 5.6	Notices and Requests for Consents	57
Section 5.7	Filings and Authorizations	58
Section 5.8	Supplements to Disclosure Letter; Amended Schedule A	59
Section 5.9	Exclusive Dealing	60
Section 5.10	Purchaser Financing	60
Section 5.11	Company Financial Statements	61
Section 5.12	Company Leases	62
Section 5.13	Assignment of Notes	62
Section 5.14	Payoff, Redemption and Cancellation of Notes and Warrants	62
Section 5.15	Delivery of Fairness Opinion	63

( i )

Article 6 CONDITIONS OF CLOSING		63
Section 6.1	Conditions for the Benefit of the Purchaser	63
Section 6.2	Conditions for the Benefit of the Sellers	66
Article 7 CLOSING		68
Section 7.1	Date, Time and Place of Closing	68
Section 7.2	Closing Procedures	68
Section 7.3	Risk of Loss	68
Article 8 TERMINATION		69
Section 8.1	Termination Rights	69
Section 8.2	Effect of Termination	70
Article 9 INDEMNIFICATION		71
Section 9.1	Survival	71
Section 9.2	[Reserved]	71
Section 9.3	Indemnification in Favor of the Purchaser and the Purchased Companies	71
Section 9.4	Indemnification in Favor of the Sellers	72
Section 9.5	Limitations on Indemnification	73
Section 9.6	Notification of and Procedure for Claims	75
Section 9.7	Adjustment to Purchase Price	77
Section 9.8	Recovery Against Sellers	78
Section 9.9	Exclusive Remedy	79
Article 10 POST-CLOSING COVENANTS		79
Section 10.1	Access to Books and Records	79
Section 10.2	Confidentiality	79
Section 10.3	Tax Matters	80
Section 10.4	Further Assurances	82
Section 10.5	R&W Insurance Policy	82
Section 10.6	D&O Liability and Indemnification	82
Section 10.7	Company Leases	83
Article 11 MISCELLANEOUS		83
Section 11.1	Appointment of the Sellers’ Representative	83
Section 11.2	Notices	87
Section 11.3	Time of the Essence	87
Section 11.4	Announcements	88
Section 11.5	Third Party Beneficiaries	88
Section 11.6	Specific Performance	89
Section 11.7	Expenses	89
Section 11.8	Amendments	89
Section 11.9	Waiver	89
Section 11.10	Entire Agreement	90

( ii )

Section 11.11	Successors and Assigns	90
Section 11.12	Jury Waiver	90
Section 11.13	Severability	90
Section 11.14	Governing Law	91
Section 11.15	Counterparts	91
Section 11.16	Disclosure Letter	91
Section 11.17	Attorney-Client Privilege; Conflict Waiver	92
Section 11.18	No Recourse to Purchaser Financing Sources	93

SCHEDULES

Schedule A – [Redacted – Personal Information - Schedules]

Schedule 2.6(1) – [Redacted – Commercially Sensitive Information – Schedules]

Schedule 6.1(h)(v) – List and Form of Seller Non-Competition Agreement

Schedule 6.1(h)(viii) – [Redacted – Commercially Sensitive Information – Schedules]

Schedule 6.1(h)(ix) – Form of Lock-Up Agreement

Schedule 6.1(h)(xiii) – [Redacted – Commercially Sensitive Information – Schedules]

Schedule 6.1(h)(xiv) – Form of Subscription Agreement

Schedule 9.6(5) – Third Party Claim Procedure

Schedule 10.3 – [Redacted – Commercially Sensitive Information – Schedules]

( iii )

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated April 15, 2019 by and among the Sellers, the Principals, the Purchaser and the Parent.

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the capitalized terms listed below shall have the corresponding meanings.

“Accounting Policies” means those specific accounting policies set out in Schedule 2.6(1).

“Accounts Receivable” means all accounts receivables, notes receivables and other debts due or accruing due to any Purchased Company recognized in accordance with U.S. GAAP.

“Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. The terms “controlled”, “controls”, and “under common control with” have meanings correlative thereto.

“Agreement” means this Share Purchase Agreement.

“Ancillary Agreements” means all agreements, certificates and other instruments delivered pursuant to this Agreement.

“Assets” means all tangible and intangible assets of the Purchased Companies.

“Authorization” means, with respect to any Person, any order, Permit, approval, consent, waiver, license or other authorization of any Governmental Entity having jurisdiction over the Person.

“Balance Sheet Date” means December 31, 2018.

“Books and Records” means the Organizational Documents, minute books, registers, share certificate books, books of account, financial and accounting information and records, personnel records, tax records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections, marketing and advertising materials and all other documents, files, correspondence and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices) of the Purchased Companies.

“Business” means the business operated by the Purchased Companies on the date hereof, namely that of the provision of medical diagnostic services through outpatient diagnostic imaging centers in Florida.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major U.S. chartered banks are closed for business in the State of Florida.

“Cash and Cash Equivalents” means the sum of all cash, checks, money orders, marketable securities, short-term instruments, liquid instruments and other cash equivalents, funds in time and demand deposits or similar accounts (but only to the extent convertible to cash within 30 days), and deposits in transit (to the extent there has been a reduction of receivables on account therefor), excluding (i) issued but uncleared checks, but only if the payables associated with such checks are reflected in the calculation of Working Capital, and (ii) Restricted Cash.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Closing” means the completion of the transactions contemplated in this Agreement.

“Closing Cash and Cash Equivalents” has the meaning specified in Section 2.6(1).

“Closing Date” means the date that is five Business Days after the date on which all of the conditions set forth in Article 6 are satisfied or waived (other than those that by their terms may only be satisfied at the Closing, but subject to the satisfaction thereof at the Closing), or at such other date as is mutually acceptable to the Purchaser and the Sellers’ Representative, provided that such date is no less than 30 days after the date hereof.

“Closing Indebtedness” has the meaning specified in Section 2.6(1).

“Closing Payment Amount” means an amount equal to (i) the Purchase Price minus (ii) Closing Indebtedness, minus (iii) Closing Transactions Costs, plus (iv) the amount (if any) by which the Closing Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Closing Working Capital, plus (vi) Closing Cash and Cash Equivalents.

“Closing Transaction Costs” has the meaning specified in Section 2.6(1).

“Closing Working Capital” has the meaning specified in Section 2.6(1).

“Closing Statement” has the meaning specified in Section 2.6(4) or Section 2.6(5), as the case may be.

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“COBRA” means the Consolidated Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Agreements” means collective bargaining agreements or other Contracts with any labor organization, union or association and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which any Purchased Company is bound.

“Commitment Letter” has the meaning specified in Section 5.10.

“Company” means ADG Acquisition Holdings, Inc.

“Concurrent Acquisitions” means the acquisition by the Purchaser of all of the equity interests in each of TIC and SFL pursuant to definitive purchase agreements between the Purchaser and the equity interests holders of each of TIC and SFL, respectively, with such acquisitions to occur concurrently with the Closing of the transactions contemplated hereunder.

“Confidential Information” has the meaning set forth in Section 10.2.

“Consideration Shares” has the meaning set forth in Section 2.2.

“Contract” means any legally binding agreement, contract, lease (other than Leases), license (other than Permits), undertaking, engagement or commitment of any nature, whether written or oral.

“Damages” means any actual and direct losses, liabilities, damages or expenses (including reasonable legal fees and expenses) resulting from an action, suit, proceeding, arbitration, claim or demand and/or in the enforcement of this Agreement; provided that “Damages” shall not include special, incidental, indirect, consequential, exemplary, punitive and other related damages, unless such damages are paid to a third party.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Sellers to the Purchaser with this Agreement, as may be amended from time to time in accordance with Section 5.8.

“Draft Closing Statement” has the meaning specified in Section 2.6(1).

“Employee Plans” means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programs, arrangements or practices relating to any current or former employees, officers or directors of any of the Purchased Companies maintained, sponsored, contributed to or funded by any Purchased Company or under which any Purchased Company may have any liability contingent or otherwise.

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“Employment Contracts” means Contracts other than Employee Plans, relating to any of the employees of any Purchased Company.

“Environmental Laws” means any applicable Law, and any governmental order or binding agreement with any Governmental Entity, all as in effect on the Closing Date: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs) as in effect on the Closing Date: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Escrow Agent” has the meaning specified in Section 2.3(1).

“Escrow Agreement” has the meaning specified in Section 2.3(1).

“Escrow Fund” has the meaning ascribed thereto in Section 2.3(1).

“ESOP” means the ESOP Trust and the ESOP Plan.

“ESOP Plan” means the Advanced Diagnostic Group Employee Stock Ownership Plan, effective January 1, 2015, as amended from time to time.

“ESOP Trust” means the Advanced Diagnostic Group Employee Stock Ownership Trust, which implements and forms a part of the ESOP Plan, as amended from time to time.

“ESOP Trustee” means [Redacted - Personal Information - ESOP Trustee], not in its corporate capacity but solely in its capacity as trustee for the ESOP Trust.

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“ESOP Trustee Insurance Amount” means the aggregate amount of the retention and premium costs under an ESOP Trustee retention insurance policy that is obtained by the Sellers in favor of the ESOP Trustee.

“Estimated Cash and Cash Equivalents” has the meaning specified in Section 2.4.

“Estimated Closing Payment Amount” means an amount equal to (i) the Purchase Price, minus (ii) Estimated Indebtedness, minus (iii) Estimated Transactions Costs, plus (iv) the amount (if any) by which the Estimated Working Capital exceeds the Working Capital Target, minus (v) the amount (if any) by which the Working Capital Target exceeds the Estimated Working Capital, plus (vi) the Estimated Cash and Cash Equivalents.

“Estimated Indebtedness” has the meaning specified in Section 2.4.

“Estimated Statement” has the meaning specified in Section 2.4.

“Estimated Transaction Costs” has the meaning specified in Section 2.4.

“Estimated Working Capital” has the meaning specified in Section 2.4.

“Fairness Opinion” has the meaning specified in Section 6.1(h)(xv).

“Final Closing Payment Amount” has the meaning specified in Section 2.7(1).

“Financial Statements” means (i) the unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2018, consisting of a balance sheet (the “Latest Balance Sheet”) and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any; provided that such financial statements do not contain all notes and other presentation items required under U.S. GAAP and are subject to normal year-end adjustments; and (ii) the audited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal years ending December 31, 2016 and 2017, respectively, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, together with, a report of the auditors, Skoda Minotti, Certified Public Accountants.

“Fraud” means, with respect to a Person, an actual fraud made by such Person with respect to the representations and warranties made pursuant to this Agreement (as modified by the Disclosure Letter), which involves a knowing and intentional misrepresentation of a fact material to the transactions contemplated by this Agreement, with the express intent of inducing any party hereto to enter into this Agreement and upon which such party has relied to its detriment (as opposed to any fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory) under applicable Law, and where the Person committing such actual fraud had actual knowledge that such representations and warranties were breached when made.

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“Fundamental Representations of Sellers” has the meaning specified in Section 9.5(1)(a).

“General Survival Date” has the meaning specified in Section 9.5(1)(d).

“Governmental Entity” means: (i) any governmental or public department, court, administrative agency, official, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) the Toronto Stock Exchange; (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above as authorized by applicable Laws; and (v) any agent, administrator, administrative contractor, intermediary or carrier for any of the foregoing if such person possesses the general and full authority to act on behalf of the Governmental Entities set forth in clauses (i) through (iv) in the name of such Governmental Entity.

“Government Reimbursement Program” means (i) Medicare, 42 U.S.C. § 1395 et seq., (ii) Medicaid, 42 U.S.C. § 1396 et seq., (iii) the Federal Employees Health Benefit Program under 5 U.S.C. §§ 8902 et seq., (iv) TRICARE, 10 U.S.C. § 1071 et seq. or (v) any similar program, initiative, or demonstration project by any of the foregoing (including without limitation and by way of example only, the Medicare Advantage program).

“GT” has the meaning set forth in Section 11.17.

“Hazardous Material” means any pollutant, contaminant, chemical, material, substance, waste or constituent (including, without limitation, crude oil or any other petroleum product and asbestos) regulated as hazardous under, any Environmental Law.

“Health Care Laws” means any and all applicable Laws and Orders relating to the regulation specifically of the health care industry, including the provision, administration, and/or payment for healthcare or healthcare-related products or services including, but not limited to, all applicable federal, state and local laws, rules, and regulations, including, without limitation, (a) Medicare, Medicaid, TRICARE programs (42 U.S.C. § 1395 et seq., 42 U.S.C. § 1396 et seq., and 10 U.S.C. § 1071 et seq., respectively); (b) the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and all rules and regulations promulgated thereunder, including the breach notification regulations, its associated rules, regulations, and guidance (collectively, “HIPAA”); (c) other federal and state data privacy, security, and breach notification Laws; (d) anti-kickback and all other provisions of the Medicare/Medicaid fraud and abuse Laws (42 U.S.C. §1320a-7 et seq.) and the regulations promulgated thereunder; (e) the physician self-referral

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provisions of the Stark Law (42 U.S.C. § 1395nn) and the regulations promulgated thereunder; (f) the federal False Claims Act (31 U.S.C. §§ 3729-3733); (g) the federal Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801-3812); (h) the exclusion Laws (42 U.S.C. § 1320a-7); (i) the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); (j) any similar state Laws and regulations to the foregoing; (k) all state Laws related to referrals and kickbacks, the corporate practice of medicine, patient and program charges, claim submissions, insurance laws, recordkeeping, referrals, patient brokering, and physician or other fee splitting; (l) all state and federal Permit and accreditation Laws and professional licensing Laws, (m) all federal and state Laws governing the operation of imaging facilities and machines; (n) all federal and state Laws governing the operation of clinical laboratories, including, but not limited to, the Clinical Laboratory Improvement Amendments of 1988, as amended (42 U.S.C. § 263a, et seq.), and the regulations promulgated thereunder, including, without limitation, 42 C.F.R. Part 493, and all Laws applicable to laboratories; (o) all federal and state Laws governing the use, handling, control, compounding storage, transportation, and maintenance of controlled substances, pharmaceuticals or drugs, federal and state Laws governing the ownership and operation of a compounding pharmacy (including but not limited to the requirements set forth in the Food, Drug and Cosmetic Act and its implementing regulations, specifically including 21 U.S.C. § 353a, as amended by the Drug Quality and Security Act of 2013 and Good Laboratory Practices (21 C.F.R. Part 58)); and (p) all other applicable federal and state healthcare Laws, which includes by way of illustration and not limitation, to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, any and all position statements, declaratory statements, advisory opinions, bulletins, notifications, manuals, policies and interpretations and other legally binding guidance of any Governmental Entity.

“Health Care Provider” means any physician providing medical or other clinical services on behalf of the Purchased Companies on a full or part time basis or as an independent contractor or consultant.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Indebtedness” means (i) any liability for borrowed money at the full amount payable (including bank loans, lines of credit and loans from related parties), or evidenced by an instrument for the payment of money, or incurred in connection with the acquisition of any property, services or assets (including securities), or relating to a capitalized lease obligation, current and non-current portion thereof, other than, in each case (x) accounts payable representing unsecured claims of trade creditors created or assumed in the ordinary course in connection with the obtaining of materials or services that are included in Working Capital, (y) any intercompany liabilities solely as between the Purchased Companies, and (z) any other liability that is included in Working Capital or in Transaction Costs, (ii) any obligations under exchange rate contracts, interest rate protection agreements or other hedging or derivatives arrangements, (iii) any obligations to reimburse the issuer of any letter of

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credit (where the issuer has made payment on such letter of credit), surety bond, performance bond or other guarantee of contractual performance, in each case to the extent drawn, (iv) accrued interest, (v) accounts payable and accruals related to fixed assets (unless included in Working Capital), (vi) early termination fees triggered by the transactions contemplated by this Agreement, (vii) unpaid management fees due to owners, (viii) deferred rent obligations, (ix) any accrued or owing balance relating to bonuses and the employer portion of taxes thereon, (x) capital equipment leases, (xi) all unsettled warrants or Recipient notes, (xii) the full amount of the earnout due by LCM Imaging, Inc. to First Coast Imaging, LLC pursuant to Section 3.2 of the asset purchase agreement dated May 16, 2017 between LCM Imaging, Inc., First Coast Imaging, LLC and SFL as though the Earn-Out Trigger (as such term is defined in such purchase agreement) has been satisfied for each and every month remaining in the term of such earnout from the month in which Closing occurs and thereafter, all of which is listed on Section 1.1 of the Disclosure Letter (to the extent not paid by or on behalf of the Purchased Companies prior to Closing), (xiii) all obligations due to the Seller and their related parties, (xiv) full accrual or provision for any income Taxes relating to the Pre-Closing Tax Period, and (xv) any payments, fines, fees, penalties or other amounts applicable to or otherwise incurred in connection with, or as a result of any prepayment or early satisfaction of, any obligation described in clauses (i) through (xv) above.

“Indemnified Person” means a Person with indemnification rights or benefits under this Agreement including pursuant to Article 9.

“Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 9.

“Indemnity Escrow Fund” means the portion of the Escrow Fund that is the Threshold Amount.

“Independent Accountants” has the meaning specified in Section 2.6(3).

“Intellectual Property” means domestic and foreign (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) designs, design registrations, design registration applications; and (v) trade names, business names, corporate names, domain name registrations, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing.

“Interim Period” means the period from the execution of this Agreement by all the parties hereto and the Closing.

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“Key Employee” means each of [Redacted – Personal Information – Key Employee].

“Law” or “Laws” means all applicable (i) federal, state, county, municipal, local or other laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and binding directives of any Governmental Entity and (iii) to the extent that they have the force of Laws or otherwise serve as a basis for requiring repayments or deeming noncompliance with Government Reimbursement Programs, standards, policies, guidelines, notices and protocols of any Governmental Entity.

“Leased Properties” means the lands and premises listed and described in Section 3.1(s) of the Disclosure Letter by reference to their municipal address.

“Leases” means all oral and written leases and all amendments, extensions, assignments and variations thereof or any guarantee or security agreements therefor, of the real properties leased by any Purchased Company.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, deemed or statutory trust, or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

“Lock-Up Agreements” means the lock-up agreements referred to in Section 6.1(h)(ix).

“Material Adverse Change of Parent” means any change, event, occurrence, effect or circumstance that: (A) is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Parent and its Subsidiaries, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Parent and its Subsidiaries operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Sellers or a Purchased Company; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Sellers or a Purchased Company has knowledge on the date of this Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Parent and its Subsidiaries, relative to other comparable companies and entities operating in the industries in which any of the Parent or its Subsidiaries operate; or (B) would reasonably be expected to prevent or materially delay or impair the ability of the Parent or any of its Subsidiaries to perform their obligations under this Agreement or to consummate the transactions contemplated herein. Notwithstanding the foregoing, in no case shall any of the following events be considered a Material Adverse Change of Parent:

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(a) a decrease of less than 20% of the market price as of the date of this Agreement, or a decline in the trading volume of the Parent Common Shares (it being understood that the causes underlying such change in market price or trading volume (other than those in item (A) above) may be taken into account in determining whether a Material Adverse Change of Parent has occurred); or

(b) the failure of the Parent in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change of Parent has occurred).

“Material Adverse Change of the Purchased Companies” means any change, event, occurrence, effect or circumstance that is or would reasonably be expected to be material and adverse to the business, financial condition or results of operations of the Purchased Companies, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with (i) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets; (ii) any change, other than regulatory changes, affecting the industry or specific markets in which the Purchased Companies operate; (iii) any natural disaster; (iv) changes in Laws or applicable accounting standards; (v) any action taken upon the request of the Purchaser or the Parent; (vi) any change attributable to the announcement or performance of the transactions contemplated by this Agreement; or (vii) any existing event, occurrence or circumstance with respect to which the Purchaser or the Parent has knowledge on the date of the Agreement; provided that in each of clause (i), (ii), (iii) and (iv), such matter does not have a materially disproportionate effect on any of the Purchased Companies, relative to other comparable companies and entities operating in the industries in which any of the Purchased Companies operate.

“Material Authorizations” has the meaning specified in Section 3.1(l).

“Material Contracts” has the meaning specified in Section 3.1(t).

“Material Principals” means [Redacted – Personal Information – Material Principals].

“Notice” has the meaning specified in Section 11.2.

“Order” means any enforceable decision, judgment, order, writ, injunction, decree, award or determination of any Governmental Entity.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal operations of the Person.

“Organizational Documents” means the charter and other governing documents of such Person, including bylaws, shareholders agreements, company agreements, member agreements, operating agreements and regulations of such Person, if any, and all amendments to each of the foregoing.

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“Outside Date” means 90 days following the execution of this Agreement.

“Parent” means Akumin Inc.

“Parent Common Shares” means common shares in the capital of the Parent.

“Parent’s Financials” means (a) the unaudited consolidated annual financial statements of the Parent and its Subsidiaries for the fiscal year ending December 31, 2018, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, and (b) the audited consolidated annual financial statements of the Parent and its Subsidiaries for the 15-month period ending December 31, 2017, consisting of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and all notes to them, together with, in the case of the audited annual financial statements, a report of the auditors of the Parent, PricewaterhouseCoopers LLP.

“Parties” means the Sellers, the Principals, the Purchaser, the Parent and any other Person who may become a party to this Agreement, and “Party” means any one of them.

“Permits” means franchises, authorizations, approvals, orders, consents, licenses, certificates, permits, registrations, qualifications, waivers, exemptions, variances, or other rights and privileges required by Health Care Laws and administered and/or issued by a Governmental Entity.

“Permitted Liens” means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected or reserved; (ii) Liens for Taxes not yet delinquent or which are being contested in good faith; (iii) mechanic’s, materialmen’s, and similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable or which are being contested in good faith if reserves with respect thereto are maintained on the Company’s books in accordance with U.S. GAAP; (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements; (v) Liens listed and described in Section 3.1(o) of the Disclosure Letter; (vi) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity which are not violated by the current use or occupancy of such real property or the operation of the business or any violation of which would not constitute a Material Adverse Change of the Purchased Companies; (vii) easements, rights, covenants, conditions and restrictions of record; and (viii) Liens that will be released at or prior to Closing.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

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“Personal Data” means all data relating to one or more natural Person(s) that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data available to the Purchased Companies or a Person on their behalf, is capable of identifying an individual), any data collected automatically, including, without limitation, an Internet Protocol address, any device identifier, and any information about a Person or a Person’s use of a mobile application, device, computer, or other electronic technology. Personal Data includes protected health information, as defined by HIPAA.

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing Date.

“Principal” means each person identified on Schedule A as a Principal thereunder, and “Principals” means two or more of such persons.

“Privacy and Security Requirements” has the meaning set forth in Section 3.1(m)(ix).

“Privileged Communications” has the meaning set forth in Section 11.17.

“Pro Rata Share” means, with respect to each Seller, the percentage set out in Schedule A, representing the portion of the Purchase Price payable to such Seller relative to the total Purchase Price (without taking into account the deduction of any portion of any escrow amount to be deposited with the Escrow Agent).

“Proceeding” means any claim, litigation, action, suit (whether civil, criminal, administrative, judicial or investigative), audit, hearing, investigation, binding arbitration or mediation or proceeding, in each case commenced, brought, conducted, heard before or otherwise involving any Governmental Entity, arbitrator or mediator.

“Public Record” means all information filed publicly by or on behalf of Parent under applicable securities Laws on the System for Electronic Document Analysis and Retrieval (SEDAR).

“Purchase Price” has the meaning specified in Section 2.2.

“Purchaser Financing” has the meaning specified in Section 5.10.

“Purchaser Financing Source Third Party Beneficiaries” has the meaning specified in Section 11.5(3).

“Purchaser Financing Sources” means the agents, the arrangers, the lenders and other entities (including the parties to the Commitment Letter (other than the Purchaser)) that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Purchaser Financing or other financings in connection with the transactions contemplated hereby, including the parties to any

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joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates and their and their respective Affiliates’ officers, directors, employees, controlling Persons, advisors, agents, attorneys and representatives and their respective successors and assigns, it being understood that the Purchaser shall not be deemed a Purchaser Financing Source for any purpose hereunder.

“Purchaser Indemnified Party” has the meaning specified in Section 9.3(1).

“Purchased Companies” means, collectively, the Company and its Subsidiaries and “Purchased Company” means any one of the Company or one of its Subsidiaries.

“Purchased Interest” has the meaning specified in Section 2.1.

“Purchaser” means Akumin Corp.

“R&W Insurance Policy” means the representations and warranty insurance policy taken out by the Purchaser as of the Closing Date with a reputable representation and warranty insurance provider in relation to the transactions contemplated herein, on terms and conditions set forth therein, which policy provides coverage of at least 20% of the Purchase Price.

“Recipient” means each person identified on Schedule A as a Recipient thereunder, and “Recipients” means two or more of such persons.

“Remaining Indemnity Claim” has the meaning set forth in Section 9.8(2).

“Representatives” means former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or successors or permitted assignees (or any former, current or future equity holder, controlling Person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or successor or permitted assignee of any of the foregoing). With respect to a Seller, the Principals of such Seller shall be considered a Representative of such Seller, and with respect to the Sellers, the Sellers’ Representative shall be considered a Representative of such Sellers.

“Restricted Cash” means any cash which is not freely usable by the Purchased Companies because it is subject to restrictions, limitations or taxes on use or distribution by law, Contract or otherwise, including without limitation, restrictions on dividends and repatriations or any other form of restriction.

“Retention Amount” means $1,175,370, which is the retention amount under the R&W Insurance Policy, as designated by the insurer.

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and policies made thereunder.

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“Seller Indemnified Party” has the meaning specified in Section 9.4.

“Sellers” has the meaning ascribed thereto on the face page hereof.

“Sellers’ Expense Amount” means $150,000.

“Sellers’ Obligation Amount” means the aggregate amount of the premium and retention costs under a buy-side insurance policy to be obtained by the Purchaser (at the Sellers’ expense) as contemplated by Schedule 10.3.

“Sellers’ Representative” means [Redacted - Personal Information - Sellers’ Representative], acting solely in the capacity as Sellers’ Representative and not as a Seller hereunder.

“Sellers’ Representative Expense Fund” means an aggregate amount equal to the sum of the ESOP Trustee Insurance Amount, the Sellers’ Obligation Amount, and the Sellers’ Expense Amount.

“SFL” means SFL Radiology Holdings, LLC.

“Share Price” means $4.00 per Parent Common Share.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Straddle Period” means a taxation year or fiscal period that includes but does not end on the Closing Date.

“Subscription Agreements” has the meaning specified in Section 6.1(j)(xiv).

“Subsidiaries” with respect to any Person, means any other Person of which securities or other interests having the power to elect a majority of that Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) including, without limitation, by contractual control or management rights, whether or not coupled with equity ownership, such as through a management or similar agreement, are held by the former Person or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiaries” means Subsidiaries of the Company.

“Tax Assessment Period” has the meaning described in Section 9.5(1)(b).

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and other documents (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

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“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, rates, withholdings, dues, contributions and other charges, collections or assessments of any kind whatsoever, imposed by any Governmental Entity; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) or (iii) as a result of any express or implied obligation to indemnify any other Person (other than pursuant to Contracts entered into in the Ordinary Course not primarily related to taxes) or as a result of being a transferee or successor in interest to any party.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“Third Party Licenses” has the meaning described in Section 3.1(x)(iii).

“TIC” means TIC Acquisition Holdings, LLC.

“Threshold Amount” means 50% of the Retention Amount.

“Transaction Costs” means all costs and expenses incurred by or on behalf of any Purchased Company or Seller, or triggered by the transactions contemplated by this Agreement, prior to the Closing Date or agreed to by any Purchased Company or Seller prior to the Closing, or that are or become due and payable as a result of the Closing, in connection with the transactions contemplated by this Agreement, in each case that remain unpaid as of the Closing, including (i) all legal, tax, accounting, financial advisory, investment banking, printing and other administrative or professional fees, (ii) costs and expenses of third parties incurred by the Company or the Sellers in connection with the negotiation and settlement of this Agreement, (iii) any severance or other payment due to any employee or independent contractor pursuant to a written agreement because of a diminution (or termination) of such employee or independent contractor’s authority, duties or reporting structure resulting from or related to the transactions contemplated by this Agreement, (iv) any transaction costs and bonuses (including retention bonuses) related to or triggered by the transactions contemplated by this Agreement (but not including any such compensatory amounts that become payable after the Closing Date solely on account of actions of the Purchaser or one of its Affiliates), (v) any payment of accrued but unpaid management fees which become due as a result of the transactions contemplated by this Agreement, (vi) any settlement of any intercompany payable due by a Purchased Company to an entity which ceased to be a related entity as a result of the transactions contemplated by this Agreement, (vii) any transaction or retention bonuses paid or agreed to be paid by any Purchased Company to any employee, independent contractor, physician or medical practice, including any payroll or similar taxes that such Purchased Company would be required to pay in

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connection with these payments, (viii) 50% of the premium and underwriting fees relating to the R&W Insurance Policy and (viii) 100% of the premium and underwriting fees relating to the insurance policy referred to in Section 6.1(m). For the avoidance of doubt, “Transaction Costs” shall not include any amounts reflected in the calculation of Working Capital or included in Indebtedness.

“Transaction Costs Threshold Amount” means the amount equal to the aggregate amount of the Transaction Costs, not to exceed $500,000.

“Transaction Tax Deductions” means the sum of all items of losses, deductions or credits, to the extent deductible for U.S. federal income Tax purposes and without duplication, resulting from, or attributable to, the payment of Transaction Costs, the payment of Indebtedness, or any other expenses attributable to the transactions contemplated by this Agreement (and, for the avoidance of doubt, regardless of whether paid before or after the Closing Date). The Parties agree that the Company will make the election under Revenue Procedure 2011-29 to apply the 70% safe harbor to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f) for purposes of determining Transaction Tax Deductions.

“U.S. GAAP” means United States generally accepted accounting principles and practices in effect from time to time.

“U.S. Securities Act” means all applicable state and federal securities legislation in the relevant jurisdictions of the United States.

“Working Capital” means, in relation to the Purchased Companies, the aggregate of (a) Accounts Receivable (net of reserves), amounts due from third parties (net of reserves), advances to employees and prepaid expenses, but excluding (i) Cash and Cash Equivalents, (ii) the portion of any prepaid expenses of which the Purchaser will not receive the benefit following the Closing, (iii) intercompany receivables due from the Sellers and their Affiliates, (iv) non-current, fixed or capital assets (including prepayments and deposits of this nature); and (v) capitalized debt issuance or financing costs; minus (b) accounts payable, deferred revenue, accrued expenses (including amounts due to the Sellers and their Affiliates in the ordinary course of business), employee-related liabilities (including payroll taxes thereon) and accrued tangible taxes, but excluding items and amounts reflected in (i) Indebtedness and (ii) Transaction Costs; in each case, prepared in accordance with the Accounting Policies. Working Capital shall be expressed as a positive amount if it is a net asset or a negative amount if it is a net liability.

“Working Capital Escrow Amount” means $1,300,000.

“Working Capital Escrow Fund” means the portion of the Escrow Fund that is the Working Capital Escrow Amount.

“Working Capital Target” means $13,154,000.

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Section 1.2 References and Usage.

Unless expressly stated otherwise, in this Agreement: (a) reference to a gender includes all genders; (b) the singular includes the plural and vice versa; (c) “or” is used in the inclusive sense of “and/or”; (d) “any” means “any and all”; (e) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”; (f) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”; (g) $ or dollars refers to United States currency unless otherwise specifically indicated; (h) accounting terms not specifically defined in this Agreement are to be interpreted in accordance with U.S. GAAP; (i) a statute includes all rules and regulations made under it, if and as amended, re-enacted or replaced from time to time; (j) a Person includes its predecessors, successors and permitted assigns; (k) the term “notice” refers to oral or written notices except as otherwise specified; (l) the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and all schedules to it, except as otherwise provided in this Agreement; (m) whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be required to be made or such action will be required to be taken on or not later than the next succeeding Business Day and in the computation of periods of time, unless otherwise stated, the word “from” means “from and excluding” and the words “to” and “until” each mean “to and including”; (n) references to any period of days shall be deemed to be the relevant number of calendar days, unless otherwise specified; and (o) the terms “hereof,” “herein” and “hereunder” and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3 Headings, etc.

The use of headings (e.g. Article, Section, etc.) in this Agreement is for reference only and is not to affect the interpretation of this Agreement. References in the Agreement to Article, Section etc., unless otherwise specified, shall mean the applicable Article, Section, etc. of this Agreement.

Section 1.4 Knowledge.

(1) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Sellers, it will be deemed to refer to (i) the actual knowledge of [Redacted—Personal Information—Knowledge] with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of the Purchased Companies.

(2) Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of the Purchaser or knowledge of the Parent, it will be deemed to refer to (i) the actual knowledge of Riadh Zine, President and

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Chief Executive Officer, Rohit Navani, Executive Vice President and Chief Operating Officer or Mohammad Saleem, Chief Financial Officer with respect to particular facts, circumstances or events or (ii) the knowledge that each such individual listed in clause (i) could be expected to discover with respect to particular facts, circumstances or events following due inquiry of their direct reports and the department heads of the Purchaser or the Parent, as applicable.

Section 1.5 Schedules and Disclosure Letter.

The schedules attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it. For the purposes of clarification, the Disclosure Letter itself and all information contained in it is subject to Section 10.2 and Section 11.16.

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

Section 2.1 Purchase and Sale.

Upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from each Seller on the Closing Date, all (but not less than all) of the membership interests or other equity interests in the Company held by such Seller as more particularly set out in Schedule A (collectively, the “Purchased Interest”), which represents, directly or indirectly, the acquisition by the Purchaser all of the membership interests or other equity interests in the capital of all of the Purchased Companies.

Section 2.2 Purchase Price.

The total aggregate consideration payable by the Purchaser to the Sellers for the Purchased Interest (the “Purchase Price”) is $117,537,000 plus the Transaction Costs Threshold Amount, subject to adjustment in accordance with Section 2.7. For purposes of clarity and the avoidance of doubt, $15,000,000 of the Purchase Price shall be satisfied by the issuance by Parent, on behalf of the Purchaser, of Parent Common Shares at the Share Price (the “Consideration Shares”), with the remaining portion of the Purchase Price to be satisfied in cash.

Section 2.3 Payment of the Estimated Closing Payment Amount.

At the Closing, the Purchaser shall pay or cause to be paid:

(1) an amount equal to the Threshold Amount and the Working Capital Escrow Amount (collectively, the “Escrow Fund”), with JPMorgan Chase Bank, N.A., in trust (the “Escrow Agent”) by wire transfer of immediately available funds, to be held in escrow pursuant to the terms and conditions of an escrow agreement by and among the Escrow Agent, the Purchaser and the Sellers’ Representative (the “Escrow Agreement”);

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(2) on behalf of the Sellers and the Purchased Companies, as applicable:

(a) the Estimated Indebtedness; and

(b) the Estimated Transaction Costs;

(c) the Sellers’ Representative Expense Fund, to an account specified by the Sellers’ Representative (the “Sellers’ Representative Expense Fund”); and

(3) the Estimated Closing Payment Amount less the Escrow Fund and the Sellers’ Representative Expense Fund as follows: (i) an amount equal to $15,000,000 divided by the Share Price and such quotient being rounded down to the nearest whole number by the issuance of the Consideration Shares to the applicable Sellers and Recipients as set forth on Schedule A, with such Consideration Shares to be registered in accordance with Schedule A, and deposited, held and disbursed (if applicable) in accordance with Schedule 10.3 and the Escrow Agreement; and (ii) the remaining balance of the Estimated Closing Payment Amount less the Escrow Fund and the Sellers’ Representative Expense Fund, to be paid in cash to the Sellers’ Representative (for the benefit of and distribution to, the applicable Sellers and Recipients as set forth in Schedule A) by wire transfer of immediately available funds to an account or accounts designated by the Sellers’ Representative in writing at least one day prior to the Closing Date.

Section 2.4 Preparation of Estimated Statement.

At least three Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to the Purchaser, together with reasonable supporting or underlying documentation used in the preparation thereof, a statement (the “Estimated Statement”) of its good faith estimate of (a) Working Capital (the “Estimated Working Capital”), (b) Indebtedness (the “Estimated Indebtedness”), (c) Transaction Costs (the “Estimated Transaction Costs”), and (d) Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date, and (e) on the basis of the foregoing, the Estimated Closing Payment Amount. The Estimated Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

Section 2.5 [Reserved].

Section 2.6 Preparation of Closing Statement.

(1) Within 120 days following the Closing Date (or such other date as is mutually agreed to by the Sellers’ Representative and the Purchaser in writing), the Purchaser shall prepare and deliver to Sellers’ Representative a draft consolidated statement (the “Draft Closing Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of (a) Working Capital (the “Closing Working Capital”), (b) Indebtedness (the “Closing Indebtedness”), (c) Transaction Costs (the “Closing Transaction Costs”), and (d) Cash and Cash Equivalents (the “Closing Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date. The Draft Closing Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.

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(2) The Sellers’ Representative shall have 15 Business Days to review the Draft Closing Statement following receipt of it and the Sellers’ Representative must notify the Purchaser in writing if it has any objections to the Draft Closing Statement within such 15 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and its auditors, to all work papers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Closing Statement.

(3) If the Sellers’ Representative sends a notice of objection of the Draft Closing Statement in accordance with Section 2.6(2), the Parties shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Closing Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an impartial independent firm of certified public accountants mutually agreed to by the Sellers’ Representative and the Purchaser (and, failing such agreement between the Sellers’ Representative and the Purchaser within a further period of 5 Business Days, such independent firm of certified public accountants will be Deloitte LLP, or if such firm is unable to act, Grant Thornton LLP) (the “Independent Accountants”). The Independent Accountants shall identify a member at an office located in Florida to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the Parties and expediting the accurate resolution of the dispute. The determination of the Independent Accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute shall be based on the terms of this Agreement only, will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountants are deemed to be acting as experts and not as arbitrators.

(4) If the Sellers’ Representative does not notify the Purchaser of any objection within the 15 Business Day period, the Sellers are deemed to have accepted and approved the Draft Closing Statement and such Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Statement” on the next Business Day following the end of such 15 Business Day period.

(5) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.6(3), the Parties shall revise the Draft Closing Statement to reflect the final resolution or final determination of such objections under Section 2.6(3) within five (5) Business Days following such final resolution or determination. Such revised Draft Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Closing Statement will become the “Closing Statement” on the next Business Day following revision of the Draft Closing Statement under this Section 2.6(5).

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(6) The Sellers and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Closing Statement. In the case of a dispute and the retention of the Independent Accountants to determine such amount(s) in dispute, the costs and expenses of the Independent Accountants will be borne by the Sellers and the Purchasers in such proportions as the positions taken by each of the Sellers and the Purchaser are unsuccessful when compared to the Closing Statement, as determined by the Independent Accountants. However, the Sellers and the Purchaser shall each bear their own costs in presenting their respective cases to the Independent Accountants.

(7) The Parties agree that the procedure set forth in this Section 2.6 for resolving disputes with respect to the Draft Closing Statement is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 2.6(7) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.6(7) or to enforce the determination of the Independent Accountants.

Section 2.7 Closing Adjustment.

(1) The Purchase Price will be increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Closing Payment Amount, as determined from the Closing Statement (“Final Closing Payment Amount”) is more or less than the Estimated Closing Payment Amount.

(2) If the Final Closing Payment Amount is more than the Estimated Closing Payment Amount, then, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.6(4) or Section 2.6(5), as the case may be, the Purchaser shall pay to the Sellers’ Representative the amount of such difference as an increase to the Purchase Price, by wire transfer of immediately available funds and the Sellers’ Representative and the Purchaser shall deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying the release of the Working Capital Escrow Amount to the Sellers’ Representative from the Working Capital Escrow Fund. Upon receipt of the amount and the Working Capital Escrow Amount, the Sellers’ Representative shall distribute such amount to the applicable Sellers and Recipients as set forth on Schedule A.

(3) If the Final Closing Payment Amount is less than the Estimated Closing Payment Amount, the Sellers’ Representative shall pay the amount of such difference as a decrease to the Purchase Price to the Purchaser. The Sellers’ Representative and the Purchaser shall, within five Business Days after the Draft Closing Statement becomes the Closing Statement in accordance with Section 2.6(4) or Section 2.6(5), as the case may be, deliver to the Escrow Agent a fully executed certificate or joint instruction letter as required under the Escrow Agreement, certifying (i) the amount of the payment to be made to the Purchaser from the Working Capital Escrow Fund, and (ii) the release of the balance of the Working Capital Escrow Amount, if any, to the Sellers; Representative from the Working Capital Escrow Fund (for further distribution to the applicable Sellers and Recipients as set forth on Schedule A).

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Section 2.8 No Effect on Other Rights.

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article will not limit or affect any other rights or causes of action either the Purchaser or the Sellers may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 3.1 Representations and Warranties Regarding the Purchased Companies.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Sellers represent and warrant to the Purchaser as of the date hereof as follows:

Corporate Matters

(a) Formation and Qualification. Each Purchased Company is an entity duly formed and existing under the laws of its formation and has the power to own and operate its property and carry on its business as now conducted, except to the extent the failure to have such power would not have a Material Adverse Change of the Purchased Companies, and to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. Each Purchased Company is qualified to do business in Florida, which is the only jurisdiction in which the nature of the Assets or the Business makes such qualification necessary or where any Purchased Company owns or leases any Assets or conducts any business, except for jurisdictions in which the failure to be qualified would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies.

(b) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter, the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter or as disclosed in Section 3.1(b) of the Disclosure Letter, the performance and consummation of any transaction contemplated by the Agreement and each of the Ancillary Agreements by any Purchased Company:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of any Purchased Company’s Organizational Documents;

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(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of any Contracts, Leases or instruments to which it or any Purchased Company is a party or pursuant to which any Purchased Company’s assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by any Purchased Company necessary for the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not have a Material Adverse Change of the Purchased Companies.

(c) Required Authorizations. There is no requirement to make any material filing with, give any material notice to, or obtain any material Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement, except for the filings, notifications and Authorizations described in Section 3.1(c) of the Disclosure Letter.

(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Material Contract to which any Purchased Company is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter.

(e) Authorized and Issued Capital. Section 3.1(e)(i) of the Disclosure Letter sets out (i) the authorized capital and (ii) the issued and outstanding capital of each Purchased Company as of the date hereof, all of which (and no more) have been duly issued and are outstanding as fully paid and non-assessable. No prospectus or registration statement (as such terms are defined in the U.S. Securities Act) has been filed by the Company in the United States and there is no public market for the Purchased Interest. All of the issued and outstanding equity interests of each Subsidiary are owned solely by one or more of the Purchased Companies, as set out in Section 3.1(e)(ii) of the Disclosure Letter, as the registered and beneficial owner, free and clear of all liens, except for Permitted Liens.

(f) No Other Agreements to Purchase. Except in respect of the Purchaser’s right under this Agreement, no Person has any Contact, option or warrant or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of any Purchased Company.

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(g) Dividends and Distributions. Except as set forth on Section 3.1(g) of the Disclosure Letter, since the Balance Sheet Date, no Purchased Company has, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares or equity interests of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or equity interests of any class or agreed to do so.

(h) Books and Records. Except as set forth on Section 3.1(h) of the Disclosure Letter, the Books and Records are complete and accurate in all material respects, and all proceedings and actions (including all meetings, passing of resolutions, transfers, elections and appointments) are reflected in the Books and Records and have been conducted or taken in compliance with all applicable Laws and with the Organizational Documents of such Purchased Company in all material respects.

General Matters Relating to the Business

(i) Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has:

(i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000;

(ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser;

(iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000;

(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000;

(v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause;

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(vii) entered into any Contract with an Affiliate that is not on arms-length terms;

(viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract;

(x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee;

(xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000;

(xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000;

(xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000;

(xiv) cancelled or materially reduced any of its insurance coverage;

(xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure;

(xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes;

(xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions);

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(xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or

(xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

(j) [Reserved.]

(k) Compliance with Laws. Each Purchased Company is conducting and has at all times over the past three years conducted the Business in compliance, in all material respects, with all applicable Laws.

(l) Authorizations. All Authorizations material to any Purchased Company or the Business are listed in Section 3.1(l) of the Disclosure Letter (each a “Material Authorization”). As of the date hereof, one or more of the Purchased Companies owns, holds, possesses or lawfully uses in the operation of the Business, all Material Authorizations in compliance, in all material respects, with all applicable Laws. Each Material Authorization is valid, subsisting and in good standing, no Purchased Company is in material default or material breach of any Material Authorization and no proceeding is pending or, to the knowledge of the Sellers, threatened to revoke or limit any Material Authorization.

(m) Compliance with Health Care Laws.

(i) Neither the Purchased Companies nor, to the knowledge of the Sellers, any Person acting with authorization on the Purchased Companies’ behalf has committed any action, entered into any Contract or undertaking, or taken or omitted to take any other action of any nature whatsoever that was or is a material violation or prohibited act under any applicable state or federal Health Care Laws. Neither the Purchased Companies nor, to the knowledge of Sellers, any Person acting with authorization on the Purchased Companies’ behalf have received notice or other communications of any alleged violations or non-compliance with the same.

(ii) All billing practices of the Purchased Companies and, to the knowledge of the Sellers, of any Person or agent acting with authorization on behalf of any Purchased Company, have been in material compliance with all applicable Laws, including all state or federal Health Care Laws and insurance Laws, enforceable Contracts requirements and all applicable and binding policies and procedures of Government Reimbursement Programs and private payors with which any Purchased Company or any of a Purchased Company’s Health Care Providers have a Contract or otherwise participate or provides services. Each Purchased Company that participates in a Government

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Reimbursement Program or with any private payor programs and each of their Health Care Providers is: (i) eligible to receive payment without restriction under the Government Reimbursement Programs for services provided to qualified beneficiaries; and (ii) qualified to participate in and has current provider agreements (with one or more provider numbers) with the Government Reimbursement Programs and/or their fiscal intermediaries. All of the provider numbers used by the Company in Government Reimbursement Programs are listed in Section 3.1(m)(ii) of the Disclosure Letter. No Purchased Company, nor, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ respective owners, officers, directors, managers, employees, nor, to the knowledge of the Sellers, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ agents or independent contractors, has billed or received any payment or reimbursement materially in excess of amounts allowed by applicable Laws, including Health Care Laws such as the Stark Law, the federal Anti-Kickback Statute, and their applicable state equivalents, or any Contract in connection with any services rendered by or on behalf of the Purchased Companies (or, with respect to the Business, to the extent any such Person received excess payments, such Person refunded the excess payment to the appropriate individual/third party payor in a timely manner and such Person had no fraudulent intent with respect to such excess payment).

(iii) Neither the Purchased Companies, the Sellers, nor, any Person acting with authorization on behalf of the Purchased Companies, has directly or indirectly: (i) offered or paid (or attempted to offer or pay) or received any remuneration, in cash or in kind, to or from, or made any financial arrangements with, any past, present or potential patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or any other Person in violation of any Health Care Laws to obtain business or payments from such patient, health care system or facility, physician, other medical practitioner, supplier, medical staff member, contractor, third-party payor or other Person; (ii) made or agreed to make, or has knowledge that there has been made or that there is any agreement to make, any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, where either the contribution, payment or gift, or the purpose of such contribution, payment or gift, is or was illegal under the Laws of any Governmental Entity having jurisdiction over such payment, contribution or gift; or (iii) made, or agreed to make, or has knowledge that there has been made or that there is any agreement to make, any payment to any Person, with the intention or understanding that any part of such payment would be used or was given for any purpose other than that described in any documents supporting such payment.

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(iv) Neither the Purchased Companies, the Sellers, nor, to the knowledge of the Sellers, any Person acting with authorization on behalf of the Purchased Companies, is a party to any Contract, lease agreement, or other arrangement (including any consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other Person, who is in a position to make or influence referrals to or otherwise generate business for or from the Purchased Companies, the Owners, the Health Care Providers, or such Persons, other than Contracts or Leases (including any consulting Contracts) which are in material compliance with all applicable Health Care Laws.

(v) No owner, employee or independent contractor of the Purchased Companies is or, to the knowledge of the Sellers, has been excluded from participating in any state or federal health care program, or is or, to the knowledge of the Sellers, has been subject to sanction or is or, to the knowledge of the Sellers, has been convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. Without limiting the foregoing, none of the officers, directors, managers, agents or managing employees (as such term is defined in 42 U.S.C. §1320a-5(b)) of the Purchased Companies is or, to the knowledge of the Sellers, was excluded from any state or federal health care program, or is or, to the knowledge of the Sellers, was subject to sanction or is or, to the knowledge of the Sellers, was convicted of a crime in connection with any state or federal health care program or under any Health Care Laws. No claims, actions, proceedings or investigations that would reasonably be expected to result in such a debarment, disqualification, or exclusion are pending or, to the knowledge of the Sellers, threatened against any of the foregoing Persons.

(vi) No Purchased Company or any Person on a Purchased Company’s behalf has, in the past six years, received any notice of intent by any Governmental Entity responsible for the enforcement of Health Care Laws to conduct an investigation relating to the Purchased Companies and no such investigation or other action is in progress or, to the knowledge of the Sellers, threatened. There are no facts or circumstances that could constitute a reasonable basis for such investigation or other action that could lead to a finding of a material violation of Health Care Laws.

(vii) The Purchased Companies, respectively, have and at all relevant times have had all Permits necessary to permit the Purchased Companies to conduct the Purchased Companies’ Business as it is presently conducted or as it has been conducted at that time, and all of those Permits that must currently be held are valid and in full force and effect, and no such Permit is subject to termination, suspension, withdrawal, cancellation, modification, or other such adverse action as

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a result of any action or omission by the Purchased Companies, the Closing of this Agreement, or consummation of the transaction contemplated thereby. Section 3.1(m)(vii)(A) of the Disclosure Letter contains a list of all material Permits held by the Purchased Companies. Except as forth in Section 3.1(m)(vii)(B) of the Disclosure Letter, no filing with, notice to or consent from any Governmental Entity is required in connection with the transactions contemplated by this Agreement in order for a Permit to remain in full force and effect following the Closing. The Purchased Companies have at all times each timely filed all material forms, applications, reports, statements, data and other information required to be filed with Governmental Entities with respect to such Purchased Company’s Business.

(viii) Section 3.1(m)(viii) of the Disclosure Letter contains a complete and accurate list of all Permits held by the Purchased Companies and all Health Care Providers. The Sellers shall deliver to the Purchaser, prior to the Closing Date, copies of all medical licenses required for the practice of medicine by the Health Care Providers in the State of Florida. Each Health Care Provider is duly licensed under the Laws of each state where such Health Care Provider is required to be licensed under applicable Health Care Laws, as disclosed in Section 3.1(m)(viii) of the Disclosure Letter. None of the Health Care Providers have, while employed or engaged by the Purchased Companies or its Affiliates: (i) had his or her professional license, Drug Enforcement Agency number, Medicare provider status, or staff privileges at any hospital or medical facility, suspended, relinquished, terminated or revoked; (ii) been reprimanded, sanctioned or disciplined by any licensing board or any federal, state or local society or agency, Governmental Entity, hospital, third party payor or specialty board; or (iii) had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.

(ix) Each Purchased Company has at all times complied with, and is currently in material compliance with, HIPAA, as well as other applicable federal and state privacy, security, breach notification, and consumer protection laws, and contractual commitments (collectively, the “Privacy and Security Requirements”). Each Purchased Company has entered into business associate agreements and/or obtained all consents and authorizations as and to the extent required by, and in accordance with, HIPAA and taken additional required steps to assure themselves of the ability and commitment of each third party acting as a HIPAA “business associate” to the Purchased Company to conform to applicable Privacy and Security Requirements. Each Purchased Company is not in breach of any business associate agreement, nor has any Purchased Company been the subject of any complaints or proceedings with respect to allegations of noncompliance with Privacy and Security Requirements and, except as set forth on

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Section 3.1(m)(ix) of the Disclosure Letter to this Agreement, has not been obligated to make any notification of a breach of protected health information or Personal Data to individuals, the media, the Secretary of the U.S. Department of Health and Human Services, any other Governmental Entity, or any other third party pursuant to Privacy and Security Requirements.

(x) To the knowledge of the Sellers, no Person has gained unauthorized access to or engaged in unauthorized processing of (i) any Personal Data held by a Purchased Company or any other Person on its behalf; or (ii) any databases, computers, servers, storage media (e.g., backup tapes), network devices, or other devices or systems that processes such Personal Data.

(xi) Each Purchased Company implements, materially follows and clearly and conspicuously posts privacy policies providing complete and accurate notice of the data privacy, data protection and data security practices of a Purchased Company regarding the processing of Personal Data in connection with the operation of the Business. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement (i) will violate such privacy policies as they currently exist or as they existed at any time during which any of the Personal Data or other data was collected or obtained or (ii) applicable Health Care Laws.

Matters Relating to the Assets

(n) Sufficiency of Assets. The Business is the only business operation carried on by the Purchased Companies as of the date hereof. The Assets include all rights and property necessary to enable the Purchased Companies to conduct the Business as presently conducted. With the exception of inventory, motor vehicles or equipment in transit, all of the material Assets are situated at the Leased Properties.

(o) Title to the Assets. Each Purchased Company owns (with good title), or has a valid leasehold interest in, all of the material Assets used or held for use by it, including all the material Assets reflected as being owned or leased, respectively, by such Purchased Company in its financial Books and Records, except for Assets disposed of by such Purchased Company in the Ordinary Course after the Balance Sheet Date. Each Purchased Company has legal and beneficial ownership of its owned Assets free and clear of all Liens, except for Permitted Liens. No other Person owns any material Assets which are being used in the Business except for the Leased Properties, the personal property leased by one or more of the Purchased Companies pursuant to the Material Contracts, the Intellectual Property licensed to one or more of the Purchased Companies, or as disclosed in Section 3.1(o) of the Disclosure Letter.

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(p) No Options, etc. to Purchase Assets. No Person has any Contract, option, understanding, or any right or privilege capable of becoming such for the purchase or other acquisition from any Purchased Company of any of the material Assets, other than (i) Assets which are obsolete; (ii) Assets which individually or in the aggregate do not exceed $250,000; or (iii) inventory to be sold in the Ordinary Course.

(q) Condition of Tangible Assets. The Assets of each Purchased Company, taken as a whole, are structurally sound, in good operating condition and repair (subject to normal wear and tear, normal outages and normal requirements for replacements of such assets) having regard to their use and age and are adequate and suitable for the uses to which they are presently being put, except as would not reasonably be expected to result in material liability or materially impair the Business.

(r) Owned Property. None of the Purchased Companies owns or has ever owned any real property.

(s) Leases. Section 3.1(s) of the Disclosure Letter sets out all of the real properties leased by any Purchased Company. True and complete copies of all Leases have been provided to the Purchaser and Section 3.1(s) of the Disclosure Letter accurately sets out a description of the leased premises by municipal address. Except as set forth in Section 3.1(s) of the Disclosure Letter, each Lease is legal, valid, binding enforceable and in full force and effect.

(t) Material Contracts. Except for the Contracts described in Section 3.1(t) of the Disclosure Letter, the Leases, the Contracts listed in Section 3.1(x) of the Disclosure Letter and the Employment Contracts listed in Section 3.1(ff)(vii) of the Disclosure Letter (collectively, the “Material Contracts”), no Purchased Company is a party to or bound by:

(i) any continuing Contract involving the performance of services, delivery of goods or materials, or payments to or by one or more Purchased Companies, of an amount or value in excess of $250,000;

(ii) any Contract involving payments to or by one or more Purchased Companies of an amount or value in excess of $250,000 per year that expires less than a year after the date of this Agreement, or that cannot be terminated by a Purchased Company with less than 60 days’ notice;

(iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with, or in accordance with any pending amendments to, U.S. GAAP;

(iv) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person, other than standard indemnification and similar provisions in any Contract with customers, suppliers, insurers, payors or healthcare providers;

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(v) employee leasing or contracting agreements or any Contract with a professional employer organization;

(vi) any Contract in respect of the Intellectual Property or Software owned by, licensed to or used by any Purchased Company, in each case, other than (A) licenses for generally commercially available, off the shelf software used by the Purchased Company; (B) agreements entered into by the Purchased Company with customers in the Ordinary Course;

(C) non-exclusive licenses granted in the Ordinary Course;

(vii) any Contract for payment or reimbursement for provision of health care services by an insurance or other payor in excess of $250,000 per year;

(viii) any Contract for capital expenditures in excess of $250,000 in the aggregate;

(ix) any confidentiality, secrecy, non-disclosure or exclusivity Contract or any Contract limiting the freedom of any Purchased Company to engage in any line of business, compete with any other Person, solicit any Persons for any purpose, or otherwise to freely conduct its business;

(x) any Contract pursuant to which any Purchased Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property with a value in excess of $50,000;

(xi) any distributor, sales, advertising, agency or manufacturer’s representative Contract with annual payments in excess of $250,000;

(xii) any Contract for the purchase of real property;

(xiii) any Contract with any Affiliate that is not on arms-length terms; and

(xiv) any Contract that is material to the Business with annual payments in excess of $250,000.

(u) No Breach of Material Contracts. Each Purchased Company has performed all of the material obligations required to be performed by it under the Material Contracts in all material respects. To the knowledge of the Sellers, no Purchased Company has received written notice alleging that it is in default of any Material Contract to which it is a party. Each of the Material Contracts is in full force and effect, and there exists no material default or event,

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occurrence, condition or act (including the transactions contemplated herein) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default of any Purchased Company or, to the knowledge of the Sellers, any Purchased Company’s counterparty under any Material Contract. True, correct and complete copies of all Material Contracts have been delivered to the Purchaser.

(v) [Reserved].

(w) Accounts Receivable. All Accounts Receivables of the Purchased Companies reflected on the Latest Balance Sheet represent valid obligations arising from bona fide sales made or services performed in the Ordinary Course. All Accounts Receivable are, subject to reserves, refunds, allowances and chargebacks that are consistent with past practice and have been accounted for in accordance with U.S. GAAP, collectible in accordance with their terms at their recorded amounts without set off or counterclaim.

(x) Intellectual Property.

(i) Section 3.1(x) of the Disclosure Letter sets out all (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) material common law trademarks, trademark registrations and applications, business names, corporate names, trade names and logos; (iii) copyright registrations and applications, and (iv) domain name registrations, website names and world wide web addresses, in each case that are owned by the Purchased Company so indicated. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, except as set out therein (x) the applicable Purchased Company is the sole owner and possesses all right, title and interest in and to the item, free and clear of all Liens (other than Permitted Liens), and (y) no action, suit, proceeding, arbitration, investigation, charge, complaint, claim, or demand is pending, other than in the Ordinary Course, or, to the knowledge of the Sellers, is threatened, that challenges the legality, validity, enforceability, registration, use or ownership of the item. Except as set out in Section 3.1(x) of the Disclosure Letter or other than in the Ordinary Course, each such registration, filing, issuance and/or application (A) has not been abandoned or cancelled, (B) has been maintained effective by requisite filings, renewals and payments, and (C) remains in full force and effect. With respect to each such item listed in Section 3.1(x) of the Disclosure Letter, a list of all jurisdictions in which such Intellectual Property listed is registered or registrations have been applied for and all registration and application numbers.

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(ii) Except as set out in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, (i) no Purchased Company is infringing upon, misappropriating or otherwise violating any copyrights or trade secrets of any Person, (ii) no Purchased Company is infringing upon, misappropriating or otherwise violating any Intellectual Property (other than copyrights and trade secrets) of any Person, (iii) no Purchased Company has received from any Person in the past twelve months any written notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by any Purchased Companies of the Intellectual Property of any Person. To the knowledge of the Sellers, no Person is infringing, misappropriating, or otherwise violating the Intellectual Property of any Purchased Company in any manner that will have a Material Adverse Change of the Purchased Companies.

(iii) Section 3.1(x) of the Disclosure Letter sets out material Intellectual Property of third parties licensed by the Purchased Companies in the Business other than over-the-counter Software. Except as set forth in Section 3.1(x) of the Disclosure Letter, each Purchased Company uses the Intellectual Property of third parties only pursuant to written license agreements (collectively, the “Third Party Licenses”) and, to the knowledge of the Sellers, no Purchased Company has exercised any rights, including without limitation any use, reproduction, distribution or derivative work rights, outside the scope of any Third Party Licenses.

(iv) Except as set forth in Section 3.1(x) of the Disclosure Letter, the Intellectual Property listed therein, together with the Third Party Licenses, constitutes all material Intellectual Property used by the Purchased Companies in the Business.

(v) Except as set forth in Section 3.1(x) of the Disclosure Letter, each Purchased Company has taken commercially reasonable actions to protect, preserve and maintain its Intellectual Property and to maintain the confidentiality and secrecy of and restrict the improper use of confidential information, trade secrets and proprietary information under applicable Law. Except as set forth in Section 3.1(x) of the Disclosure Letter, to the knowledge of the Sellers, there has been no unauthorized disclosure of any trade secrets or proprietary information of any Purchased Company.

(vi) Except as set forth in Section 3.1(x) of the Disclosure Letter, following the Closing, no Seller or any Affiliate of any Seller will retain or use any of the Intellectual Property owned by, licensed to or used by any Purchased Company in connection with the Business.

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(y) Software and Technology.

(i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party.

(ii) The Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business.

(iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place.

(iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.

(z) Inventories. The inventory of each Purchased Company reflected on the Latest Balance Sheet is of a quality and quantity usable and saleable by such Purchased Company in the Ordinary Course, subject to the reserve for inventory write-downs set forth in the Latest Balance Sheet.

Financial Matters

(aa) Books and Records. All accounting and financial Books and Records of the Purchased Company have been fully, properly and accurately kept and completed in all material respects. At the Closing, all Books and Records will be in the possession of the Purchased Companies.

(bb) Financial Statements. The unaudited consolidated annual financial statements of the Company and its Subsidiaries for the fiscal year ending December 31, 2018 (excluding the notes thereto and normal year-end adjustments that are not material to the Purchased Companies, individually or in the aggregate) have been prepared in accordance with U.S. GAAP and consistently applied throughout the periods indicated (subject to the exceptions set forth in Section 3.1(bb) of the Disclosure Letter) and each presents fairly:

(i) the financial position of the Company and its Subsidiaries as at the respective dates of the relevant statements; and

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(ii) the operating results and cash flows of the Company and its Subsidiaries during the periods covered by the Financial Statements, as the case may be.

True, correct and complete copies of the Financial Statements are attached to Section 3.1(bb) of the Disclosure Letter.

(cc) No Liabilities. No Purchased Company has any liability or obligation of any nature that would be required to be included in the Financial Statements under U.S. GAAP other than (i) liabilities or obligations to the extent shown on the Latest Balance Sheet; (ii) current liabilities incurred in the Ordinary Course since the Balance Sheet Date; and (iii) as disclosed in Section 3.1(cc) of the Disclosure Letter.

(dd) Bank Account and Powers of Attorney. Section 3.1(dd) of the Disclosure Letter is a correct and complete list showing (i) the name of each bank in which any Purchased Company has an account or safe deposit box and the names of all Persons authorized to draw on the account or to have access to the safety deposit box, and (ii) the names of all Persons holding powers of attorney from any Purchased Company. Copies of the powers of attorney have been provided to the Purchaser.

Particular Matters Relating to the Business

(ee) Environmental Matters.

(i) Except as set forth in Section 3.1(ee)(i) of the Disclosure Letter, to the knowledge of the Sellers, none of the Leased Properties have asbestos, asbestos-containing materials, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them in violation of Environmental Laws and for which the Purchased Companies are responsible.

(ii) Except as set forth Section 3.1(ee)(ii) of the Disclosure Letter, no Purchased Company has transported, removed or disposed of any hazardous waste to a location outside of the United States in violation of Environmental Laws.

(iii) Except as set forth in Section 3.1(ee)(iii) of the Disclosure Letter, no Purchased Company has been required by any Governmental Entity to

(i) alter any of the Leased Properties in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property, which has not been completed to the extent required by Environmental Law.

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(iv) The Purchaser has been provided all material retainer letters, reports and documents relating to the environmental matters affecting any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers. Copies of all such letters, reports and documents have been provided to the Purchaser. To the knowledge of the Sellers, there are no other material reports or documents relating to environmental matters affecting any Purchased Company or any of the Leased Properties which are in the possession or under the control of one or more Sellers which have not been made available to the Purchaser whether by reason of confidentiality restrictions or otherwise.

(v) To the knowledge of the Sellers, no real property currently or formerly owned, operated or leased by the Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(ff) Employees.

(i) Each Purchased Company: (i) is, and at all times has been, in all material respects, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Laws relating to discrimination, harassment, wages and hours, overtime exemption classification, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy right, retaliation, immigration, wrongful discharge, or other violation of the rights of employees, former employees or employment candidates; (ii) has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to any employee; (iii) has no liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice).

(ii) No Purchased Company has, in the last three years or currently is, engaged in any unfair labor practice.

(iii) No Purchased Company is a party to, or bound by, any Collective Agreement with respect to the employees of any Purchased Company nor is any such Contract presently being negotiated, nor is there any duty on the part of any Purchased Company to bargain with any labor organization, union or employee association in respect of the employees of any Purchased Company.

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(iv) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of any Purchased Company by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Sellers, threatened to apply to be certified as the bargaining agent of any employees of any Purchased Company. To the knowledge of the Sellers, there are no threatened or pending union organizing activities or proceedings involving any employees of any Purchased Company and no such event has occurred within the last three years. There is no labor strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Sellers, threatened against any Purchased Company and no such event has occurred within the last three years.

(v) There are no actions, suits, claims, audits, investigations, or administrative matters pending, or, to the knowledge of the Sellers, threatened against any Purchased Company or any of its employees relating to any employee, Employment Contracts or Employee Plans. No Purchased Company is a party to a conciliation agreement, consent decree, or other Contract or order with any Governmental Entity with respect to employment practices.

(vi) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Employee Plans have either been paid or are accurately reflected in the Books and Records. The Sellers have provided to the Purchaser all written policies or in the case of oral policies, have described same on Section 3.1(ff)(vi) of the Disclosure Letter, relating to paid time off or expense reimbursement for employees whether they are reimbursed on an individual or collective basis.

(vii) Section 3.1(ff)(vii) of the Disclosure Letter contains a correct and complete list of each employee, whether actively at work or not, showing their salaries, wage rates, commissions, bonus arrangements, benefits, positions, status as full-time or part-time employees, status as an exempt or non-exempt employee, location of employment, name of employer, anticipated date of return to service for each employee on leave, cumulative length of service with any Purchased Company and whether they are subject to a written Employment Contract.

(viii) Current and complete copies of all Employment Contracts have been delivered or made available or described to the Purchaser.

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(ix) Except as disclosed in Section 3.1(ff)(ix) of the Disclosure Letter, the employment of the employees of each Purchased Company is terminable by such Purchased Company at will, and no employee of any Purchased Company has any agreement as to length of notice or severance payment required to terminate his employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance.

(x) Except as disclosed in Section 3.1(ff)(x) of the Disclosure Letter there are no severance, compensation, change of control, employment, retention or other Contracts or benefit plans with current or former employees providing for cash or other compensation, benefits or acceleration of benefits upon the consummation of, or relating to, the transactions contemplated by this Agreement, including a change of control of the Purchased Company or of any of its Subsidiaries.

(xi) Section 3.1(ff)(xi) of the Disclosure Letter contains a correct and complete list of each current independent contractor or consultant who has received or may be entitled to receive in excess of $250,000 in any 12 month period from any Purchased Company, including their names, compensation, a description of such Person’s services, and whether they are subject to a written Contract. Current and complete copies of all such Contracts have been delivered or made available to the Purchaser. Each independent contractor or consultant, whether or not disclosed on Section 3.1(ff)(xi) of the Disclosure Letter, has been properly classified by the applicable Purchased Company as an independent contractor rather than as an employee, and no Purchased Company has received any notice from any Person or Governmental Entity disputing such classification.

(xii) The Sellers have provided to the Purchaser all inspection reports issued under Occupational Safety and Health Act of 1970 or any other occupational health and safety Law (“OSHA Law”). There are no outstanding inspection orders or any pending or, to the knowledge of the Sellers, threatened assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to OSHA Law or any workers’ compensation Law and no Purchased Company has been reassessed under such Laws during the past three years and, to the knowledge of the Sellers, no audit of any Purchased Company is currently being performed by any Governmental Entity with responsibility for workers’ compensation or occupational safety and health. There are no claims or potential claims which may materially adversely affect any Purchased Company’s accident cost experience in respect of the Business, and there have been no fatal or OSHA Law reportable accidents that could lead to charges under any OSHA Law.

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(xiii) To the knowledge of the Sellers, all employees, officers and directors of each Purchased Company are legally authorized to work in the United States. Each Purchased Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, officers and directors including the Form I-9. Each Purchased Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with such Purchased Company and has retained a Form I-9 for each former employee of such Purchased Company for a period of one year from the date of termination of such employee or three years from the date of hire, whichever is later. No audit by a Governmental Entity is being conducted, or is pending, in respect of any employees of any Purchased Company and no charge or complaint is pending, or to the knowledge of the Sellers, threatened, under the Immigration Reform and Control Act of 1986 against any Purchased Company. No Purchased Company has received any notice from any Governmental Entity that such Purchased Company is in violation of any Law pertaining to immigration control or that any current, former employee, officer or director of such Purchased Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number.

(gg) Employee Plans.

(i) Section 3.1(gg)(i) of the Disclosure Letter lists and describes all material Employee Plans. The Purchased Companies have furnished to the Purchaser true, correct and complete copies of such Employee Plans, most recent summary plan descriptions, the most recent actuarial reports, most recent financial statements and asset statements, all material IRS determination or opinion letters (if applicable), and all material correspondence with any Governmental Entities or other relevant Persons (including in respect of any pending action, investigation, examination or claim relating to any Purchased Company) within the past three years. No changes or events have occurred or are reasonably expected to occur which would adversely affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Purchaser pursuant to this provision.

(ii) The Purchased Companies do not maintain, sponsor, or contribute to, are not required to contribute to, and do not have any liabilities under or with respect to, and no Employee Plan is: (i) a Multiemployer Plan, (ii) a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). Except as set forth on Section 3.1(gg)(ii) of the Disclosure Letter, the Purchased Companies do not have and no Employee Plan provides any liabilities with respect to the provision of

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health or other welfare benefits to former employees or other terminated service providers of any of the Purchased Companies or any other Person other than health continuation coverage pursuant to COBRA for which the recipient pays the full premium cost. The Purchased Companies have complied in all material respects, and are in material compliance with, the requirements of COBRA.

(iii) All Employee Plans have been established, administered and operated, in all material respects, in accordance with all Laws. To the knowledge of the Sellers, neither the Company, nor any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any Employee Plan. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is a pre-approved plan, the sponsor of which was received a favorable opinion letter from the Internal Revenue Service on the form of such Employee Plan that such form of plan is so qualified and, to the knowledge of the Sellers, there are no facts or circumstances that are reasonably expected to adversely affect the qualification of any such Employee Plan. No Proceeding with respect to any Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Sellers, threatened.

(iv) Each Purchased Company with an Employee Plan has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws. Each such Purchased Company has paid all contributions and premiums required to be made for the period up to the Closing Date or has properly accrued such amounts in the Books and Records.

(v) None of the Employee Plans provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependents of retired employees except as may be required by COBRA or other applicable state Laws.

(vi) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of any Purchased Company, in any way limits, impairs, modifies or otherwise affects the right of such Purchased Company to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made.

(vii) Except as set forth on Section 3.1(gg)(vii) of the Disclosure Letter, the execution and delivery of, and performance by the Seller of, this Agreement and the consummation of the transactions contemplated by it will not (i) accelerate the time of payment or vesting under any Employee Plan, other than as required by Laws in connection with the

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termination of such Employee Plans as contemplated by this Agreement and the consummation of the transactions contemplated hereunder, (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan, (iii) increase any amount payable under any Employee Plan or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan.

(viii) Only current or former employees, directors or consultants (or any spouses, dependents, survivors or beneficiaries of any such current or former employees, directors or consultants) of a Purchased Company are entitled to participate in the Employee Plans and no entity other than such Purchased Company is a participating employer under any Employee Plan.

(ix) None of the Purchased Companies is party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or non-U.S. Tax law) in connection with the Agreement. None of the Purchased Companies has any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to any Taxes, including those imposed under Sections 4999 or 409A of the Code.

(hh) Insurance. Section 3.1(hh) of the Disclosure Letter contains a correct and complete list of insurance policies to which any Purchased Company is a party, an insured or a beneficiary or under which any Purchased Company or any officer or director of a Purchased Company is covered, setting out, in respect of each policy, the type of policy, the name of insurer, the expiration date, the annual premium and any pending claims. No Purchased Company is in material default with respect to any of the provisions contained in the insurance policies and no Purchased Company has failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. No Purchased Company has received any written refusal of insurance coverage or any written notice that a defense will be afforded with reservation of rights. Section 3.1(hh) of the Disclosure Letter includes a list setting forth any and all claims, with reasonable particulars, not ultimately covered by insurance maintained by or for the benefit of any Purchased Company over the past three calendar years prior to the date hereof. Copies of all insurance policies of each Purchased Company and the most recent inspection reports received from insurance underwriters, if any, have been delivered to the Purchaser.

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(ii) Litigation. Except as described in Section 3.1(ii) of the Disclosure Letter, there are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving any Purchased Company, pending, or, to the knowledge of the Sellers, threatened, against any Purchased Company, other than as may involve a Purchased Company in the Ordinary Course. No Purchased Company is subject to any judgment, order or decree entered in any lawsuit or proceeding nor has any Purchased Company settled any claim prior to being prosecuted in respect of it within the past three years, in each case in excess of $250,000.

(jj) Taxes. Except as set forth in Section 3.1(jj) of the Disclosure Letter:

(i) Each Purchased Company has paid all Taxes which are due and payable within the time required by applicable Law, and has paid all assessments and reassessments it has received in respect of Taxes. Each Purchased Company has provided full and adequate provision in accordance with U.S. GAAP in the Financial Statements for all Taxes for periods to which they relate which are not yet due and payable. Since the date of such Financial Statements, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. No Purchased Company has received any refund of Taxes to which it is not entitled.

(ii) The Purchased Companies have filed or caused to be filed with the appropriate Governmental Entity, within the times and in the manner prescribed by applicable Law, all material Tax Returns which are required to be filed by or with respect to it. The information contained in such Tax Returns is correct and complete in all material respects and such Tax Returns reflect accurately in all material respects the calculation of taxable income.

(iii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Purchased Companies (other than extensions for the filing of Tax Returns in the Ordinary Course).

(iv) There are no written claims, actions, suits, audits, proceedings, investigations or other actions pending against the Purchased Companies in respect of Taxes and, to the knowledge of the Sellers, there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against the Purchased Companies by a Governmental Entity. No Purchased Company is negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Entity and none of the Purchased Companies has received any indication from any Governmental Entity that an assessment or reassessment is proposed or may be proposed in respect of any Taxes for any period ending on or prior to the Closing Date.

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(v) Each Purchased Company has withheld and collected all amounts required by applicable Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any applicable Law.

(vi) No claim has ever been made by a Governmental Entity in respect of Taxes in a jurisdiction where the Purchased Companies do not file Tax Returns that the Purchased Companies are or may be subject to Tax by that jurisdiction.

(vii) No Purchased Company is party to or bound by any tax sharing agreement, tax indemnity obligation in favor of any Person or similar agreement in favor of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity) other than pursuant to Contracts entered into in the Ordinary Course not primarily related to Taxes.

(viii) None of the representations set forth in this Section 3.1(jj) shall be interpreted as providing any representation, warranty or other assurance regarding the existence, amount, value or condition in any taxable period (or portion thereof) beginning after the Closing Date of (i) any accounting methods, (ii) Tax assets or Tax attributes of any Purchased Company (including, but not limited to, any Tax loss carryforward or the Tax basis of any asset) from any taxable period (or portion thereof) ending on or before the Closing Date, or (iii) the ability of the Purchaser or any of its Affiliates (including, on or after the Closing Date, any Purchased Company) to utilize such accounting methods, Tax assets or Tax attributes in any taxable period (or portion thereof) beginning after the Closing.

(kk) Privacy and Security.

(i) Each Purchased Company has at all times taken all reasonable steps (including, without limitation, implementing, maintaining, and monitoring compliance with government-issued or industry standard measures with respect to administrative, technical, and physical security) to ensure that all Personal Data in its possession or control is protected against damage, loss, and against unauthorized access, acquisition, use, modification, disclosure, or other misuse. To the knowledge of the Sellers, there has been no known or suspected unauthorized access, use, or disclosure of Personal Data in the possession or control of any Purchased Company or any of its contractors with regard to any Personal Data obtained from or on behalf of the Purchased Company, nor, to the knowledge of the Sellers, have there been any unauthorized intrusions or breaches of security into any Purchased Company systems.

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(ii) Each Purchased Company is in material compliance with its contractual commitments to protect payment card information data, consistent with the Payment Card Industry Data Security Standards applicable to merchants.

(iii) Each Purchased Company has at all times contractually required all third parties, including vendors, Affiliates, and other persons providing services to the Purchased Company that have access to or receive Personal Data from or on behalf of the Purchased Company to comply with all applicable Privacy and Security Requirements, and to take all reasonable steps to ensure that all Purchased Company Personal Data in such third parties’ possession or control is protected against damage, loss, and unauthorized access, acquisition, use, modification, disclosure, or other misuse.

(iv) Each Purchased Company has a written privacy policy which governs the collection, storage, use and disclosure of personal information and each Purchased Company is in compliance in all material respects with such policy.

(ll) No Brokers. No Purchased Company, nor any of its representatives, has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

(mm) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Purchaser and the Parent in Section 4.1 and Section 4.2, (a) the Sellers and the Principals, each on its own behalf and on behalf of each of their respective representatives, acknowledge and agree that (i) neither the Purchaser nor the Parent are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Purchaser or the Parent or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchaser or the Parent furnished to any Seller or Principal or any of their respective representatives or made available to any Seller or Principal in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no representative of the Purchaser or the Parent has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Sellers and Principals specifically disclaim that any of them is relying upon or

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has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that the Purchaser and the Parent have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Sellers and Principals specifically disclaim any obligation or duty by the Purchaser or the Parent to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 4.1 and Section 4.2, respectively; except, in the case of either clause (a), (b) or (c) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record, or to the extent such obligation or duty is required of Parent in relation to its obligations under the Securities Act or other applicable Laws.

(nn) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) none of the Sellers, the Principals or any Purchased Company shall be deemed to make to the Purchaser or the Parent any representation or warranty other than as expressly made by the Sellers in this Agreement and (ii) none of the Sellers, the Principals or any Purchased Company makes any representation or warranty to the Purchaser or the Parent with respect to (A) any projections, estimates or budgets heretofore delivered to or made available to the Purchaser, the Parent or their respective counsel, accountants or advisors of future revenues, future expenses or expenditures or future results of operations of any Purchased Company or (B) except as expressly covered by a representation and warranty contained in this Section 3.1 or Section 3.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Purchaser, the Parent or their respective counsel, accountants or advisors with respect to any Purchased Company. The Purchaser and the Parent each hereby acknowledges and agrees to such disclaimers.

Section 3.2 Representations and Warranties Regarding the Sellers.

As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each Seller represents and warrants to the Purchaser as of the date hereof as follows:

(a) Formation and Qualification. Such Seller is duly formed and existing under the laws of the jurisdiction of its organization and has the power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Authorization. The execution, delivery of and performance by such Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by it have been duly authorized by all necessary action on the part of such Seller.

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(c) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.2(c) of the Disclosure Letter and the consents, approvals and waivers described or disclosed in Section 3.2(d) of the Disclosure Letter, the execution, delivery and performance by such Seller of this Agreement and the consummation of the transaction of purchase and sale contemplated by this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of such Seller’s Organizational Documents, if any;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts to which such Seller is a party or pursuant to which any of its assets or property may be affected;

(iii) do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by such Seller in connection with the ownership of the Purchased Interest or the operation of the Business; and

(iv) do not and will not result in the violation of any Law,

except, in each case, where the failure to make such filings or notifications or obtain such Authorizations would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which such Seller is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 3.2(d) of the Disclosure Letter or except where the failure to obtain such consent, approval or waiver would not materially affect such Seller’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(e) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which it is a party has been duly executed and delivered by such Seller, and constitutes a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

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(f) No Other Agreements to Purchase. Except for the Purchaser’s right under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual granted by such Seller) capable of becoming such for the purchase or acquisition from such Seller of any Purchased Interest of such Seller.

(g) Title to Purchased Interest. Such Seller owns the Purchased Interest set out opposite its name on Schedule A. Such Seller owns such Purchased Interest as the registered and beneficial owner, free and clear of all Liens other than those restrictions on transfer, if any, contained in the Organizational Documents of the Company. Upon the Closing, such Seller will transfer to the Purchaser good and valid title to such Seller’s Purchased Interest, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the Organizational Documents of the Company, and (ii) Liens granted by the Purchaser.

(h) Residence. Such Seller is a resident of the United States within the meaning of the Code.

(i) No Brokers. Neither it nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement, other than payments to be made at or prior to Closing that are included within Transaction Costs.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

Section 4.1 Representations and Warranties of the Purchaser.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Purchaser represents and warrants to the Sellers and the Principals as of the date hereof as follows:

(a) Formation and Corporate Power. The Purchaser is an entity that is duly formed and validly existing under the laws of the jurisdiction of its organization. The Purchaser has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b) Corporate Authorization. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by them have been duly authorized by all necessary corporate action on the part of the Purchaser.

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(c) No Conflict. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Purchaser is a party have been duly executed and delivered by the Purchaser and constitute legal, valid and binding agreements of the Purchaser, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Purchaser, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Lease or any material Contract to which Purchaser is a party to any of the transactions contemplated by this Agreement, except where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Purchaser pending, or, to the knowledge of the Purchaser, threatened against the Purchaser, which would materially adversely affect the Purchaser’s performance under this Agreement or the consummation of the transactions contemplated hereby.

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(h) Investment Representation. The Purchaser is acquiring the Purchased Interest for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any securities Laws.

(i) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will be able to pay their respective debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser and each of the Purchased Companies will have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Purchaser.

(j) Acknowledgement of No Additional Representations or Warranties. Except for the specific representations and warranties made by the Sellers in Section 3.1 and Section 3.2, (a) the Purchaser, on its own behalf and on behalf of each of its representatives, acknowledges and agrees that (1) neither the Sellers, the Principals, nor the Purchased Companies are making or has made any representation or warranty, express or implied, at law or in equity, in respect of the Sellers, the Principals, the Purchased Companies or their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any Assets, the prospects of the Purchased Companies, and the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, estimates, forecasts, plans, projections, material or other information (financial or otherwise) regarding the Purchased Companies furnished to the Purchaser or any of its representatives or made available to the Purchaser in any form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (2) no representative of the Sellers (including the Sellers’ Representative), the Principals or the Purchased Companies has any authority, express or implied, to make any statements, representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other statements, representations or warranties not specifically set forth in this Agreement that may have been made by any Person (including, but not limited to, any estimates, plans, forecasts or projections), and acknowledges and agrees that

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the Sellers, the Principals and the Purchased Companies have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not specifically set forth in this Agreement made by any Person; and (c) the Purchaser specifically disclaims any obligation or duty by the Sellers, the Principals or the Purchased Companies to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Section 3.1 and Section 3.2, respectively.

(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Purchaser shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Purchaser in this Agreement and (ii) the Purchaser does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.1, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Purchaser nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

Section 4.2 Representations and Warranties Relating to the Parent.

As a material inducement to the Sellers and the Principals to enter into this Agreement and consummate the transactions contemplated hereby, the Parent represents and warrants to the Sellers, the Principals and the Recipients as of the date hereof as follows:

(a) Formation and Corporate Power. The Parent is duly formed and validly existing under the laws of the jurisdiction of its organization. The Parent has the power to own and operate its property and carry on its business. The Parent is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business.

(b) Corporate Authorization; Valid Issuance of Consideration Shares. The issuance of the Consideration Shares to the Sellers and the consummation of the transactions contemplated thereby and hereby have been duly authorized by all necessary corporate action on the part of the Parent. The Consideration Shares, when issued pursuant to the terms of this Agreement, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act of 1933 and under the Lock-Up Agreements.

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(c) No Conflict. The execution and delivery of and performance by the Parent of this Agreement and each of the Ancillary Agreements to which it is a party:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law.

(d) Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and constitute legal, valid and binding agreements of the Parent, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e) Required Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement by the Parent, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Consideration Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Parent is a party to any of the transactions contemplated by this Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Parent’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(g) Litigation. There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Parent pending, or, to the knowledge of the Parent, threatened against the Parent, which would materially adversely affect the Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby.

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(h) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, the Parent will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Parent.

(i) Financial Statements. The Parent’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Parent and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Parent and its Subsidiaries during the periods covered by the Parent’s Financials, as the case may be. True, correct and complete copies of the Parent’s Financials have been provided to all Sellers who are receiving Consideration Shares.

(j) Public Disclosure Documents. The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record.

(k) Disclaimer. Notwithstanding anything to the contrary contained herein, (i) the Parent shall not be deemed to make to the Sellers or the Principals any representation or warranty other than as expressly made by the Parent in this Agreement and (ii) the Parent does not make any representation or warranty to the Sellers or the Principals except as expressly covered by a representation and warranty contained in this Section 4.2, all of which representations and warranties are subject to the limitations as set forth in Section 9.5, any other information or documents (financial or otherwise) made available to the Sellers or the Principals or their respective counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Sellers and the Principals hereby acknowledge and agree to such disclaimer.

(l) No Brokers. Neither the Parent nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Agreement.

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ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

(1) During the Interim Period the Sellers shall cause each Purchased Company to conduct the Business in the Ordinary Course except (i) to the extent required to comply with its obligations under this Agreement, (ii) with the prior written consent of the Purchaser (which such consent shall not be unreasonably withheld, conditioned or delayed) or (iii) as set forth on Section 5.1 of the Disclosure Letter.

(2) Without limiting the generality of Section 5.1(1), subject to applicable Laws and except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period the Sellers shall not permit any Purchased Company to:

(a) sell, transfer or otherwise dispose of any of the Assets used in the Business except for (A) Assets which are obsolete, (B) Assets which individually or in the aggregate do not exceed $250,000, or (C) Assets sold in the Ordinary Course;

(b) make any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for the same in the capital expenditure budget presented to the Purchaser as of the date hereof;

(c) discharge any obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeds $250,000, other than in the Ordinary Course;

(d) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any Person, either involving more than $250,000 or outside the Ordinary Course; provided, however, that the Purchased Companies may draw under the revolving credit facilities in place at signing as needed to fund Ordinary Course business activities without any limitation as to the amount drawn, so long as in each case such Indebtedness is included in the Estimated Indebtedness;

(e) award or make any bonus or profit sharing distribution or similar payment of any kind or declare or pay any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;

(f) remove the auditor or any director or terminate any officer or other Key Employee other than for cause;

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(g) enter into any extension or renewal of any existing Contract, or enter into any new Contract, in either case for the provision of goods or services to a Purchased Company which cannot be terminated by such Purchased Company upon written notice of 60 days’ or less and without any monetary penalty;

(h) enter into any Contract with any Affiliate that is not on arms-length terms or that cannot be terminated for convenience at Closing without any penalty or other fee;

(i) write off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;

(j) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employees except as may be required by the terms of a Material Contract, an Employee Plan or an Employment Contract, other than customary increases consistent with past practice in amounts not to exceed 5% of existing remuneration individually or in the aggregate;

(k) increase the benefits to which employees are entitled under any Employee Plan (except for non-material increases on account of health and welfare plan renewals) or create any new Employee Plan;

(l) cancel or waive any material claims or rights under its Material Contracts;

(m) compromise or settle any litigation, proceeding or governmental investigation or action relating to the Assets, the Business or such Purchased Company except as required by this Agreement, in excess, individually or in the aggregate, of $250,000, or outside of the Ordinary Course;

(n) cancel or materially reduce any of its insurance coverage;

(o) make any change in any method of accounting or auditing practice outside of the Ordinary Course, or amend or approve any amendment to its Organizational Documents or capital structure;

(p) make, change or revoke any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settle or compromise any liability with respect to Taxes, file any amended Tax Return or change any accounting period; or

(q) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

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Section 5.2 Access for Due Diligence and Transition.

(1) Subject to applicable Law, during the Interim Period, the Sellers and the Material Principals shall (i) upon reasonable notice, permit, or cause to be permitted, the Purchaser and its employees, agents, counsel, accountants or other representatives, to have reasonable access during normal business hours to (A) the premises of any Purchased Company, (B) the Assets, including all Books and Records whether retained by the Sellers, any Purchased Company or otherwise, (C) all Contracts and Leases, and (D) the senior personnel of any Purchased Company (provided that if the Purchaser desires access to any personnel other than a Material Principal, such access must be approved in writing by the Material Principals prior to such access); and (ii) furnish to the Purchaser, or its employees, agents, counsel, accountants or other representatives, such financial and operating data and other information with respect to the Assets and any Purchased Company as the Purchaser from time to time reasonably requests, so long as, in each of clause (i) and (ii), the access or request does not unreasonably interfere with the Ordinary Course of the Business or result in the waiver of any attorney-client privilege or other legal privilege.

(2) Neither the Sellers nor any Purchased Company makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to Section 5.2(1), and neither the Purchaser nor any Purchaser Indemnified Party may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article 3, as qualified by the Disclosure Letter.

Section 5.3 Purchaser Confidentiality.

(1) Until the earlier of the Closing and the Outside Date, the Purchaser and the Parent shall keep confidential and shall not use for any purpose (other than in connection with transition efforts and other requirements under the Agreement during the Interim Period) or disclose to any other Person any information obtained from the Sellers, any Purchased Company or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) becomes available to the Purchaser or the Parent on a non-confidential basis from a source other than the Sellers, the applicable Purchased Company that provided such information or their respective agents and representatives, unless the Purchaser or the Parent knows after due inquiry that such source is prohibited from disclosing the information to the Purchaser or the Parent by a contractual, fiduciary or other legal obligation to the Sellers or such Purchased Company, or (iii) was known to the Purchaser or the Parent on a non-confidential basis before its disclosure to the Purchaser or the Parent by the Sellers, the applicable Purchased Company or their respective agents and representatives. In the event the Purchaser or the Parent is required by Law or by any by-law, rule or policy of any stock exchange to disclose any confidential information, the Purchaser or the Parent shall, to the extent not prohibited by applicable Law, provide the Sellers’ Representative with prompt notice of such requirements so that the Sellers’ Representative may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.3. Subject to the next sentence, if this Agreement is terminated, the Purchaser and the Parent shall thereafter continue to hold in confidence and shall not use or disclose to any Person any information obtained from the Sellers, any Purchased Company or their respective

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agents and representatives (regardless of when such information was provided or obtained), and promptly after such termination the Purchaser and the Parent shall return or cause to be returned or destroyed all documents, work papers and other material (whether in written, printed, electronic or computer printout form and including all copies) obtained from the Sellers, any Purchased Company or their respective agents and representatives in connection with this Agreement, together with all derivative materials prepared or created by the Purchaser or the Parent.

(2) Except as required by applicable Law or the rules of the Toronto Stock Exchange, neither Party shall disclose to any other Person any information relating to the terms, negotiations or existence of this Agreement or the transactions contemplated hereunder without the prior written consent of the other Parties hereto.

(3) The Sellers and the Material Principals acknowledge that the Parent is a public company whose common shares trade on the Toronto Stock Exchange and that, under applicable securities Laws, to the extent a Seller is in possession of any material, non-public information of Parent, if any, the Sellers may be prohibited from buying, selling or otherwise trading in securities of the Parent while in possession of such information until such time as such information has been publicly disclosed.

Section 5.4 Actions to Satisfy Closing Conditions.

(1) The Sellers and Principals shall, and shall cause the Purchased Companies to, use commercially reasonable efforts to cause the conditions set forth in Section 6.1(b), (c), (e), (h) and (i) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.1 (other than those to be satisfied at Closing).

(2) The Purchaser and the Parent shall use commercially reasonable efforts to cause the conditions set forth in Section 6.2(b) (c), (d) and (e) to be satisfied as soon as reasonably practicable and to consummate the transactions contemplated herein as soon as reasonably practicable after the satisfaction of the conditions set forth in Section 6.2 (other than those to be satisfied at Closing).

Section 5.5 Transfer of the Purchased Interests.

The Sellers shall take all necessary steps and corporate proceedings to permit good title to the Purchased Interests to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than the restrictions on transfer, if any, contained in the Organizational Documents of the Company.

Section 5.6 Notices and Requests for Consents.

(1) The Sellers shall use its commercially reasonable efforts to obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Material Contracts that are listed in Section 5.6 of the Disclosure Letter as a result of the consummation of the transaction contemplated hereby. Subject to

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Section 5.12, such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall co-operate in obtaining such consents, approvals and waivers; provided that, subject to its obligations under Section 5.12, the Purchaser shall not be required to enter into or grant any guaranty, security or other assurance to any counterparty to any such Lease or Contract in order to obtain such consent, approval or waiver.

(2) The Sellers shall use its commercially reasonable efforts to provide or cause to be provided all notices that are required by the terms of the Material Contracts to which any Purchased Company is a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, co-operate with the Purchaser in the drafting and delivery of such notices.

Section 5.7 Filings and Authorizations.

(1) Each of the Parties, as promptly as practicable after the execution of this Agreement, shall (i) make, or cause to be made, all material filings and submissions under all material Laws applicable to it, that are required for it to consummate the purchase and sale of the Purchased Interest in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such transfer, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

(2) The Purchaser shall be responsible for all filing fees under any such other Laws or regulations applicable to the transactions contemplated under this Agreement, including any required filings in Canada or any other jurisdiction.

(3) Each of the Sellers and the Purchaser will use its reasonable best efforts to satisfy all requests for additional information and documentation received under or pursuant to all filings, submissions, and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation.

(4) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.7 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by the Sellers to the Purchaser pursuant to this Section 5.7 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis.

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(5) Despite Section 5.7(1) and Section 5.7(4) above, the Purchaser is under no obligation to (i) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its or its Affiliates’ assets, properties or businesses or any Purchased Company’s assets, properties or businesses, (ii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order, or any form of undertakings or other restrictions on its or its Affiliates’ assets, properties or businesses or any Purchased Company or any of its assets, properties or businesses, or (iii) take any steps or actions that would, in the sole discretion of the Purchaser, affect the Purchaser’s right to own, use or exploit either the Assets or any of the Purchaser’s assets, unless, in each of clause (i), (ii) or (iii), such action relates to an immaterial portion of the Purchaser’s or its Affiliates’ assets, properties or business or any Purchased Company’s assets, properties or businesses and such action would not cause a material adverse effect on the Purchaser, its Affiliates or their respective businesses, in each case in the Purchaser’s sole reasonable discretion.

Section 5.8 Supplements to Disclosure Letter; Amended Schedule A

(1) The Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Letter with respect to any circumstance, development, event, condition or other matter hereafter arising or of which it becomes aware after the date hereof (each a “Disclosure Supplement”). Each such Disclosure Supplement shall be deemed to be incorporated into and to supplement and amend the Disclosure Letter for all purposes; provided, however, that if such circumstance, development, event, condition or other matter which is the subject of the Disclosure Supplement constitutes or relates to (a) a matter which existed prior to the date hereof, or (b) a matter arising hereafter in breach of this Agreement or that, in the determination of the Purchaser, would have a Material Adverse Change of the Purchased Companies, Purchaser shall have the right to negotiate a reduction to the Purchase Price or, should the Parties fail to come to a mutual agreement in respect of such reduction, to terminate this Agreement as provided in Section 8.1(d). If the Purchaser has the right to, but does not elect to renegotiate the Purchase Price or terminate this Agreement as provided in Section 8.1(d), then (x) Purchaser shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter, (y) no indemnity claim may be made with respect to such matter by Purchaser or any of its Affiliates or assignees under Article 9, any such claim being hereby irrevocably waived and released with respect to such matter, and (z) such matter shall be a permitted Disclosure Supplement and shall not be a basis for Purchaser or its Affiliate or assignee to assert that any closing condition set forth in Section 6.1 has not been satisfied. In the event the Purchaser terminates this Agreement in accordance with Section 8.1(d), all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Purchaser giving notice as required herein.

(2) Notwithstanding anything to the contrary herein, the Sellers shall have the right (but not the obligation) to amend Schedule A attached hereto during the Interim Period so as to revise the percentages, amounts or otherwise with respect to the proceeds being paid to the Sellers and the Recipients set forth therein (provided the aggregate amount for all Sellers and Recipients may not be greater than the Purchase Price payable to the Sellers and the Recipients pursuant to Section 2.3), or to make any other revision as is

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required to reflect the correct allocation of the purchase price consideration to the Sellers and the Recipients, including with respect to the formation of a holding company in accordance with Section 5.13. If amended, the Sellers shall provide the Purchaser with a final Schedule A at least two Business Day prior to the Closing, and such Schedule A shall replace the Schedule A attached to this Agreement as of the date hereof.

Section 5.9 Exclusive Dealing.

During the Interim Period, the Material Principals and the Sellers shall not, and shall cause the Purchased Companies not to, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, or enter into any agreement with, any Person (other than Purchaser) relating to any transaction involving the sale of any equity interests of the Sellers, the Company or its Subsidiaries, or the sale of the Business or any of the Assets (other than as permitted in this Agreement) or any other business combination.

Section 5.10 Purchaser Financing.

(1) The Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter.

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(2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.

Section 5.11 Company Financial Statements.

(1) The Sellers shall cause the Financial Statements for the fiscal year ending December 31, 2018 to be audited by Skoda Minotti, Certified Public Accountants and for the report of such auditors thereon to be delivered to the Purchaser no later than ten calendar days prior to the Closing Date (and in no event later than May 15, 2019).

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(2) During the Interim Period, the Sellers shall cause the Company to take such actions as may reasonably be required to ensure the unaudited consolidated interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings, statement of cash flows and changes in financial position for the period then ended and all notes to them, if any, will be completed and delivered to the Purchaser prior to May 31, 2019.

Section 5.12 Company Leases.

During the Interim Period, Purchaser shall use commercially reasonable efforts, including, but not limited to, cooperating in obtaining any consent or amendment, that fully removes [Redacted – Personal Information – Company Leases] as a guarantor under the Leases, and extinguishes any obligations or liabilities under the applicable guaranty agreement as of the Closing.

Section 5.13 Assignment of Notes.

Notwithstanding anything to the contrary herein or in any other Ancillary Agreement, during the Interim Period, one or more of the Sellers and the Recipients shall have the right to contribute and transfer any notes issued by the Company and held by such Person to a holding company in exchange for equity interests in the holding company, with the creation of such holding company by such Sellers and Recipients also expressly permitted hereunder. For purposes of clarity and the avoidance of doubt, such holding company may also admit other members in accordance with the terms of its governing documents. Upon such contribution and transfer, at the Closing, the holding company shall be issued the cash portion of the Purchase Price and the Consideration Shares such contributing Sellers and Recipients would have received at Closing as set forth on Schedule A, including the applicable portion of the Working Capital Escrow Fund and Indemnity Escrow Fund, if and when released, as payment in full for the outstanding balances under such notes. The governing documents of the holding company shall refer to and acknowledge the retention and disbursal (if applicable) of the Consideration Shares in accordance with Schedule 10.3 and the Escrow Agreement. Any such assignment by the Sellers and/or Recipients shall not relieve any such Seller or Recipient from its obligations or liabilities under this Agreement.

Section 5.14 Payoff, Redemption and Cancellation of Notes and Warrants.

Notwithstanding anything to the contrary herein or in any other Ancillary Agreement, each of [Redacted – Personal Information – Payoff, Redemption and Cancellation of Notes and Warrants], each of whom hold notes issued by the Company and warrants to purchase shares of common stock in the Company, shall during the Interim Period or at Closing, enter into redemption and cancellation agreements, which shall provide that each of [Redacted – Personal Information – Payoff, Redemption and Cancellation of Notes and Warrants] shall terminate their respective notes and/or warrants in exchange for their respective portion of the Purchase Price as set forth on Schedule A hereto, which forms of redemption and cancellation agreements shall be in form and substance satisfactory to the Purchaser acting reasonably.

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Section 5.15 Delivery of Fairness Opinion.

Notwithstanding anything to the contrary herein, prior to the delivery of the Fairness Opinion under Section 6.1(h)(xv), the Purchaser and the Parent shall be required to execute and deliver a non-reliance letter.

ARTICLE 6

CONDITIONS OF CLOSING

Section 6.1 Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Truth of Representations and Warranties. The representations and warranties of the Sellers contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing, except (x) for changes contemplated by this Agreement, and (y) to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

(b) Performance of Covenants. The Sellers shall have fulfilled or complied with in all material respects all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Closing, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.

(c) Consents and Authorizations. All filings, notices, Authorizations, consents, approvals and waivers listed in Section 5.6 of the Disclosure Letter will have been obtained on terms acceptable to the Purchaser acting reasonably. All such consents, approvals, waivers, filings, notifications and Authorizations will be in force and will not have been modified in any material adverse manner or rescinded.

(d) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

(e) UCC Amendments. The uniform commercial code registrations referred to in Section 3.1(o) of the Disclosure Letter as needing to be discharged and terminated or otherwise amended in Section 3.1(o) of the Disclosure Letter shall have been so discharged and terminated or otherwise amended.

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(f) Financing. The Purchaser shall have received consent of its lenders and consummated the Purchaser Financing (or will consummate the Purchaser Financing concurrently with the Closing).

(g) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(h) Deliveries. The Sellers shall deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably:

(i) certificates representing the Purchased Interest duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record;

(ii) certified copies of (i) the Organizational Documents of each Purchased Company, (ii) all resolutions or actions of the shareholders, the board of directors, the members or the managers, as the case may be, of each Seller and the Company approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the directors, officers or other governing persons, as applicable, of each Seller and the Company authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to each Seller and each Purchased Company issued by appropriate government officials of their respective jurisdictions of formation and, in all cases, by the appropriate government officials of Florida;

(iv) the certificates referred to in Section 6.1(a) and Section 6.1(b);

(v) a non-competition agreement in favor of the Purchaser, duly executed as of the date of this Agreement (but the effectiveness of which is contingent upon the Closing) by each person named in Schedule 6.1(h)(v) and such other Persons as the Purchaser may reasonably request, substantially in the form of the agreement attached to Schedule 6.1(h)(v);

(vi) an employment agreement duly executed by each of [Redacted - Personal Information—Deliveries], which among other things would terminate their respective existing employment agreements with the Company (including their respective rights to receive compensation for terminating their employment agreements because of a diminution of such employee or independent contractor’s authority, duties or reporting structure), together with non-competition agreements in favor of the Purchaser;

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(vii) agreements terminating, without any further liability to any party, the management and other intercompany or shared services agreements referred to in Section 6.1(h)(vii) of the Disclosure Letter among the parties to such agreements effective as at the Closing;

(viii) a duly executed resignation effective as at the Closing of each Person listed in Schedule 6.1(h)(viii) from the offices set forth on such schedule;

(ix) a lock-up agreement duly executed by each Person that will receive Consideration Shares under the terms of this Agreement, substantially in the form of the agreement in Schedule 6.1(h)(ix);

(x) the Escrow Agreement executed by the Sellers’ Representative;

(xi) the repayment and cancellation of all existing Seller and Recipient notes or Indebtedness between the Company and any Seller or Principal;

(xii) confirmations of discharge of Liens and/or payoff letters from all earnout recipients and holders of Indebtedness listed in Section 3.1(o) (Title to the Assets) of the Disclosure Letter;

(xiii) a duly executed funds flow direction which conforms with the principles set forth in Schedule 6.1(h)(xiii);

(xiv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(h)(xiv) (the “Subscription Agreements”);

(xv) a copy of the fairness opinion letter prepared by the independent financial advisor to the ESOP Trustee to the effect that as of the date of such opinion, the consideration to be received by the ESOP for its shares of Company Stock pursuant to this Agreement is not less than the fair market value of such shares (the “Fairness Opinion”); and

(xvi) the redemption and cancellation agreements referred to in Section 5.14.

(i) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of the Purchased Companies, and no event shall have occurred or circumstance shall exist which will result in such a Material Adverse Change of the Purchased Companies.

(j) Financial Statements. The Purchaser shall have received the report of the auditor referred to in Section 5.11(1), such report shall not be qualified in any manner and there shall have been no material adverse deviation between the Financial Statements for the fiscal year ended December 31, 2018 as compared against the financial statements that are the subject of such report.

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(k) Proceedings. The Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all necessary proceedings in connection therewith.

(l) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Purchaser) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Purchaser including requiring that any assets or shares be held separate or divested or requiring any form of behavioral or other remedy or otherwise limiting the right of the Purchaser to conduct its business or the Business after Closing on substantially the same basis as heretofore operated.

(m) Cyber Insurance. The Company shall have procured cyber (including HIPAA) liability insurance runoff coverage with a limit of liability of at least USD $1 million and at least 3 years’ prior acts coverage and shall have delivered a certificate of insurance evidencing such coverage to the Purchaser.

Section 6.2 Conditions for the Benefit of the Sellers.

The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Sellers (except with respect to Section 6.2(d)(ix), which is for the exclusive benefit of the ESOP Trustee only) and may be waived, in whole or in part, by the Sellers’ Representative, in its sole discretion (except with respect to Section 6.2(d)(ix), which may only be waived by the ESOP Trustee, in its sole discretion):

(a) Truth of Representations and Warranties. The representations and warranties of the Purchaser and the Parent contained in this Agreement are true and correct (i) in all material respects at and as of the date of this Agreement and (ii) as of the Closing as if such representations and warranties had been made on and as of the Closing (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser and the Parent shall each have executed and delivered a certificate to that effect.

(b) Performance of Covenants. Each of the Purchaser and the Parent shall have fulfilled or complied in all material respects with all covenants contained in this Agreement and in any Ancillary Agreement required to be fulfilled or complied with by it at or prior to Closing and the Purchaser, and the Parent shall each have executed and delivered a certificate to that effect.

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(c) Exchange Approval. The Purchaser shall have received the conditional approval of the Toronto Stock Exchange to issue the Consideration Shares.

(d) Deliveries. The Purchaser shall deliver or cause to be delivered to the Sellers’ Representative the following in form and substance satisfactory to the Sellers’ Representative, acting reasonably:

(i) the certificates referred to in Section 6.2(a) and Section 6.2(b);

(ii) certified copies of (i) the Organizational Documents of the Purchaser and the Parent, (ii) all resolutions of the shareholders and the board of directors of the Purchaser and the Parent approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of the Purchaser and the Parent authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures;

(iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and the Parent issued by the appropriate government official of the jurisdiction of its formation;

(iv) the Escrow Agreement, executed by the Purchaser;

(v) the Purchase Price payable in accordance with Section 2.3;

(vi) the Subscription Agreements, executed by the Parent;

(vii) evidence that the Purchaser has obtained the R&W Insurance Policy, effective as of the Closing Date, which does not give any Person any right to seek subrogation, indemnity or contribution from the Sellers in connection with any claim made thereunder (except with respect to Fraud as contemplated by Section 10.5) and is otherwise on terms and conditions satisfactory to the Sellers’ Representative, and that the Purchaser has paid 50% of the premium and underwriting fees, and all due diligence costs and all other costs and expenses, related thereto;

(viii) the Lock-Up Agreements, executed by the Parent; and

(ix) the Fairness Opinion.

(e) No Material Adverse Change. Since the Balance Sheet Date, there shall not have been any Material Adverse Change of Parent, and no event shall have occurred or circumstance exist which will result in such a Material Adverse Change of Parent, including with respect to Purchaser.

(f) Closing of the Concurrent Acquisitions. All conditions to closing in the definitive agreements in respect of each of the Concurrent Acquisitions shall have been met or completed (except for those conditions which by their nature can only be completed at Closing).

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(g) Proceedings. The Sellers’ Representative shall have received copies of all the instruments and other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all proceedings in connection therewith.

(h) No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Sellers) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement, the Business or the business of the Sellers or the Purchased Companies, including requiring that any assets or shares be held separate or divested or requiring any form of behavioural or other remedy or otherwise limiting the right of the Sellers to conduct their respective businesses after Closing on substantially the same basis as heretofore operated.

ARTICLE 7

CLOSING

Section 7.1 Date, Time and Place of Closing.

The completion of the transaction of purchase and sale contemplated by this Agreement will be completed by the delivery of executed documents sent by electronic means simultaneously with the closing of the Concurrent Acquisitions at 12:01 a.m. (Eastern time) on the Closing Date.

Section 7.2 Closing Procedures.

Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

Section 7.3 Risk of Loss.

If, prior to Closing, all or any material part of the Assets are destroyed or damaged by fire or any other casualty or are appropriated, expropriated or seized by any Governmental Entity:

(a) the Parties may agree to reduce the Purchase Price by an amount equal to the cost of repair, or, if destroyed or damaged beyond repair, by an amount equal to the replacement cost of the Assets so damaged or destroyed and to complete the purchase; provided all proceeds of insurance for such damage or destruction are paid to the Sellers immediately upon receipt; or

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(b) the Purchaser shall have the option, exercisable by notice in writing given within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, to complete the transaction contemplated in this Agreement without reduction of the Purchase Price, in which event (i) all proceeds of any insurance (other than business interruption insurance as provided in (ii) below) or compensation for expropriation or seizure will be retained by one or more Purchased Companies, and (ii) all proceeds of any business interruption insurance which compensates for business lost during the Interim Period less the sum of all deductibles on all other insurance will be paid to the Sellers immediately upon receipt; or

(c) either the Sellers’ Representative or the Purchaser may choose to terminate this Agreement and not complete the transaction contemplated in this Agreement by giving notice in writing within four Business Days of the Purchaser receiving notice in writing from the Sellers’ Representative of such destruction, damage, expropriation or seizure, in which case all obligations of the Parties hereto (save and except for their respective obligations under Section 5.3, Section 8.2 and Article 11, which will survive) will terminate immediately upon the Sellers’ Representative or the Purchaser giving notice as required herein.

ARTICLE 8

TERMINATION

Section 8.1 Termination Rights.

This Agreement may, by notice in writing given prior to or on the Closing Date, be terminated:

(a) by mutual consent of the Sellers’ Representative and the Purchaser;

(b) by the Purchaser if any of the conditions in Section 6.1 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Purchaser to perform any of its material obligations or covenants under this Agreement), the Purchaser has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Purchaser;

(c) by the Sellers’ Representative if any of the conditions in Section 6.2 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Closing Date (other than as result of the failure of the Sellers to perform any of their material obligations or covenants under this Agreement) and the Sellers’ Representative has not waived such condition at or prior to Closing and such condition is incapable of being met within 10 calendar days following notice by the Sellers’ Representative;

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(d) in the circumstances and upon the terms set out in Section 5.8 or Section 7.3;

(e) by either Party if the Closing has not occurred by the end of the day on the Outside Date, provided that a Party may not terminate this Agreement under this Section 8.1(e) if it has failed to perform any one or more of its material obligations or covenants under this Agreement required to be performed at or prior to Closing and the Closing has not occurred because of such failure;

(f) by either Party if after the date of this Agreement any Law is enacted or made (or any Law is amended) that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement, and such Law (if applicable) or enjoinment shall have become final and non-appealable; or

(g) by either Party if there has been a material breach of this Agreement by the other Party and such breach has not been waived by the non-breaching Party or cured within 10 calendar days following notice of such breach by the non-breaching Party.

Section 8.2 Effect of Termination.

(1) Nothing in this Article will be deemed to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement. If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

(2) If this Agreement is terminated pursuant to Section 8.1, all obligations of the Parties under this Agreement will terminate, there shall be no liability or obligation hereunder on the part of any Party hereto, and this Agreement shall forthwith become void, except that:

(a) each Party’s obligations under Section 5.3, this Section 8.2, and Article 11 will survive; and

(b) no Party shall be relieved or released from any liabilities or Damages arising out of any willful and material breach of this Agreement by such Party.

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ARTICLE 9

INDEMNIFICATION

Section 9.1 Survival.

Except as set forth in Section 9.5, the representations and warranties and covenants contained in this Agreement and of any certificate to be delivered pursuant to or in connection with this Agreement, except for Article 6, shall not merge on Closing and shall survive the Closing.

Section 9.2 [Reserved].

Section 9.3 Indemnification in Favor of the Purchaser and the Purchased Companies.

(1) Subject to the limitations set forth in Section 9.5, each of the Sellers (other than the ESOP, ESOP Trustee and any of its beneficiaries) and their respective Principals (other than the ESOP, ESOP Trustee and any of its beneficiaries) shall jointly and severally indemnify and save each of the Purchaser and each Purchased Company (from and after the Closing) and their respective shareholders, directors, officers, employees, agents and representatives (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Sellers with respect to the Purchased Companies in this Agreement or the certificates to be delivered pursuant to Section 6.1(a) and Section 6.1(b);

(b) any failure of the Sellers to perform or fulfill any of their covenants or obligations under this Agreement;

(c) [Reserved];

(d) [Reserved];

(e) the matters identified in Section 9.3(1)(e) of the Disclosure Letter; and

(f) any Taxes required to be paid by the Purchased Companies (i) in respect of a Pre-Closing Tax Period to the extent such Taxes exceed the amount specified in the Closing Statement, (ii) in respect of the portion of a Straddle Period ending on the Closing Date, as determined under Section 10.3(3) to the extent such Taxes exceed the amount specified in the Closing Statement, or (iii) as a result of the transactions contemplated by the direction to be delivered under Section 6.1(h)(xiii).

(2) Subject to the limitations set forth in Section 9.5, each of the Sellers (other than the ESOP, ESOP Trustee and any of its beneficiaries) and their respective Principals (other than the ESOP, ESOP Trustee and any of its beneficiaries) shall severally (and not jointly and severally) indemnify and save the Purchaser Indemnified Parties harmless

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of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to any breach or inaccuracy of any representation or warranty given by such Seller with respect to such Seller in this Agreement or the certificates to be delivered by such Seller pursuant to this Agreement and any failure of such Seller to perform or fulfill any of the covenants or obligations unique to such Seller under this Agreement or the Escrow Agreement.

(3) For purposes of this Article 9, the representations and warranties given by the Sellers will be deemed to have been made without the inclusion of limitations or qualifications as to materiality, such as the words “material”, “immaterial”, “in all material respects” or words of similar import, set forth in such representation and warranty.

(4) Notwithstanding any other provision of this Agreement to the contrary, the Sellers and their respective Principals shall not be liable under this Article 9 for any (i) Damages to the extent such Damages served to reduce the Purchase Price pursuant to the Purchase Price adjustment under Section 2.7 hereof, or (ii) Damages to the extent the Purchaser Indemnified Party shall have otherwise been compensated for such matter pursuant to any other provision of this Agreement, so as to avoid duplication or “double counting” of the same Damages. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 9.3(4) shall limit, alter or waive in any manner or respect any defenses available to any Person or any burdens of proof or legal standards required to be met by any Person under Laws.

Section 9.4 Indemnification in Favor of the Sellers.

(1) Subject to the limitations set forth in Section 9.5, the Purchaser and the Parent shall, jointly and severally, indemnify and save the Sellers and their shareholders, directors, members, managers, officers, employees, agents and representatives, including, without limitation, the Principals (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”), harmless of and from, and shall pay for, any Damages suffered by or imposed upon it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Purchaser or the Parent contained in this Agreement or the certificates to be delivered pursuant to Section 6.2(a) and Section 6.2(b); and

(b) any failure of the Purchaser or the Parent to perform or fulfill any of its covenants or obligations under this Agreement.

(2) Purchaser and Parent shall, jointly and severally, indemnify and save [Redacted – Personal Information – Indemnification in Favor of the Sellers] and his successors and assigns harmless of and from, and shall pay for, any Damages suffered by or imposed upon him or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to (a) any failure of the Purchaser to perform or fulfill any of its covenants or obligations under Sections 5.12 and 10.7, and (b) with respect to any Lease from and after the Closing.

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Section 9.5 Limitations on Indemnification.

(1) The Purchaser Indemnified Parties shall not be entitled to recover Damages from the Sellers pursuant to Section 9.3(1)(a) or Section 9.3(2) unless a written notice of claim is delivered by the Purchaser Indemnified Party or Parties to the Sellers’ Representative, solely in its capacity as the representative of the Sellers:

(a) at any time after Closing in respect of Section 3.1(a) (Formation and Qualification), Section 3.1(c) (Required Authorizations), Section 3.1(e) (Authorized and Issued Capital), Section 3.1(f) (No Other Agreements to Purchase), Section 3.1(ll) (No Brokers), Section 3.2(a) (Formation and Qualification), Section 3.2(b) (Authorization), Section 3.2(e) (Execution and Binding Obligation), Section 3.2(f) (No Other Agreements to Purchase), Section 3.2(g) (Title to Purchased Interest), and Section 3.2(i) (No Brokers) (collectively, the “Fundamental Representations of Sellers”);

(b) at any time on or before the date that is ninety (90) calendar days after the expiration of the applicable period (having regard to any consent, waiver, agreement or other document that extends the period) (the “Tax Assessment Period”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year in respect of Section 3.1(jj) (Taxes) and Section 3.2(h) (Residence). A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law;

(c) at any time on or before the date that is ninety (90) calendar days after the expiration of any applicable statute of limitation period in respect of breaches of the Sellers’ representations in Section 3.1(m) (Compliance with Health Care Laws), which the Sellers had knowledge of prior to Closing (“Healthcare Compliance Representations”); or

(d) at any time on or before the date that is twelve months after Closing, in respect of all other representations and warranties in respect of the Purchased Companies or the Sellers (including any Healthcare Compliance Representations in respect of which the Sellers did not have knowledge of any breach prior to Closing) (such date, the “General Survival Date”).

(2) The Seller Indemnified Parties shall not be entitled to recover any Damages from the Purchaser or Parent pursuant to Section 9.4(1)(a) unless a written notice of claim is delivered to Purchaser or Parent by the Sellers’ Representative, in its capacity as the representative of (and on behalf of) the Sellers and the Seller Indemnified Parties:

(a) at any time after Closing in respect of Section 4.1(a) (Formation and Corporate Power), Section 4.1(b) (Corporate Authorization), Section 4.1(d) (Execution and Binding Obligation), Section 4.1(l) (No Brokers), Section 4.2(a) (Formation and Corporate Power) and Section 4.2(b) (Corporate Authorization; Valid Issuance of Consideration Shares); or

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(b) at any time on or before the General Survival Date, in respect of all other representations and warranties of the Purchaser and the Parent.

(3) Subject to Section 9.5(4), none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages under Section 9.3(1)(a) until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount. Subject to Section 9.5(4), once the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount, subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all such Damages above such Threshold Amount up to the Retention Amount, which amounts shall be satisfied from the Indemnity Escrow Fund; provided that the Sellers and Principals shall be liable for all such Damages up to the Retention Amount (including such amounts below the Threshold Amount) in respect of any Damages relating to claims for indemnification by a Purchaser Indemnified Party for a breach of any Healthcare Compliance Representations. Subject to Section 9.5(4), any claims for indemnification by a Purchaser Indemnified Party above the Retention Amount will be made solely against the R&W Insurance Policy.

(4) Except as expressly stated herein, the monetary thresholds and limits set out in Section 9.5(3) will not apply to Damages with respect to any claims for indemnification by a Purchaser Indemnified Party:

(a) for a breach of the Fundamental Representations of Sellers or Section 3.1(jj) (Taxes); provided, however, for purposes of clarity and the avoidance of doubt, none of the Sellers or Principals shall be liable to (or otherwise be obligated to indemnify) any of the Purchaser Indemnified Parties for any Damages due to Section 9.3(1)(a), which includes a breach of any Fundamental Representations of Sellers or Section 3.1(jj) (Taxes), until the total of all Damages arising pursuant to Section 9.3(1)(a) exceeds the Threshold Amount;

(b) pursuant to Section 9.3(1)(b) through Section 9.3(1)(f); or

(c) for Fraud.

(5) In respect of those claims set out in Section 9.5(4), subject to the limitations set forth in Section 9.5(6) below, the Sellers and Principals shall be liable for all Damages relating to such claims up to an aggregate maximum amount equal to the Closing Payment less the amount the Purchaser shall have recovered from the Indemnity Escrow Fund in accordance with the terms hereunder.

(6) Notwithstanding anything to the contrary in this Agreement, the maximum liability of each Seller or Principal to the Purchaser Indemnified Parties for the payment of Damages attributable to all claims asserted against such Seller or Principal pursuant to Section 9.3(1) and Section 9.3(2) shall, in the aggregate, not at any time exceed such Seller’s or Principal’s Pro Rata Share of the Purchase Price, as set forth on Schedule A, irrespective of such Seller’s or Principal’s right to pursue, or ultimate success in pursuing, a claim of contribution for all or any portion of such Damages from one or more other parties, including but not limited to one or more other Sellers or Principals.

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(7) [Reserved.]

(8) For purposes of determining the amount of any indemnification obligation to any Purchaser Indemnified Party for any Damages, appropriate reductions shall be made to reflect (i) any amounts actually recovered by the Purchaser Indemnified Parties under insurance policies (including the R&W Insurance Policy) with respect to such Damages (net of any expenses related to the receipt of such payment, including prospective and retrospective premium adjustments, if any, occasioned by such Damages), and (ii) any Tax benefit realizable by such Purchaser Indemnified Party or its Affiliates as a result of the Damages giving rise to such indemnification obligation. In the event an insurance recovery relating to an indemnification payment is received after the Sellers or the Principals, on the one hand, or the Escrow Agent, on the other hand, has made an indemnification payment under this Agreement that did not take into account such insurance recovery, or a Purchaser Indemnified Party realizes Tax benefits in respect of any Damages after such Damages are indemnified by the Sellers and/or the Principals, the Purchaser Indemnified Party shall promptly pay over to the Sellers’ Representative, on the one hand, for further distribution to the Sellers and/or the Principals, or the Escrow Agent (to the extent the indemnification payment was made from the Indemnity Escrow Fund and the Indemnity Escrow Fund is still active), on the other hand, the portion of the applicable indemnity payment such Purchaser Indemnified Party would not have been entitled to had such recovery or realization occurred prior to the making of the applicable indemnity payment.

(9) Notwithstanding anything to the contrary in this Agreement, the Sellers and their respective Principals shall not have any liability under this Agreement with respect to (and Purchaser shall pay or cause to be paid) (a) any Taxes that were taken into account in the Closing Statement, (b) Taxes incurred by the Company, Purchaser or any of their respective Affiliates as a result of actions outside the Ordinary Course of business taken after the Closing on the Closing Date, (c) any Taxes as a result of Purchaser’s (or Purchaser’s Affiliate’s) breach of any of the covenants set forth in Section 10.3 or (d) Taxes of any Purchased Company incurred with respect to a taxable period beginning after the Closing Date.

Section 9.6 Notification of and Procedure for Claims.

(1) If a Third Party Claim is instituted or asserted against an Indemnified Person, the Indemnified Person shall promptly notify the Indemnifying Party in writing of the Third Party Claim, which notice shall describe the Third Party Claim in reasonable detail and the amount thereof (if known and quantifiable), and attach all documentation received in connection with the Third Party Claim.

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(2) The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Person, unless the notification occurs after the expiration of the specified period set out in Section 9.5 or (and only to that extent that) the omission to notify materially prejudices the Indemnifying Party.

(3) Subject to the terms of this Section 9.6, upon receiving notice of a Third Party Claim, the Indemnifying Party may participate in the investigation and defense of the Third Party Claim and may also elect to assume the investigation and defense of the Third Party Claim.

(4) The Indemnifying Party may not assume the investigation and defense of a Third Party Claim if:

(a) the Indemnifying Party is also a party to the Third Party Claim and the Indemnified Person determines in good faith that joint representation would be inappropriate due to a conflict of interest;

(b) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim;

(c) in the reasonable judgment of the Indemnified Person, the estimated amount of likely Damages in connection with such claim is greater than the unused portion of the maximum liability the Indemnifying Party is liable for as set out in Section 9.5;

(d) subject to Section 9.6(6), the Third Party Claim is in respect of Taxes unless the assessment or reassessment relates solely to a Pre-Closing Tax Period;

(e) in the reasonable judgment of the Indemnified Person, such claim involves material reputational risks to the Indemnified Person; or

(f) the Third Party Claim seeks only an injunction or equitable relief against the Indemnified Person other than monetary damages and the Indemnified Person determines in good faith that there is a reasonable probability that assumption of the defense of the Third Party Claim may materially and adversely affect the Indemnified Person or its Affiliates and the Indemnified Party has notified the Indemnifying Party that it will exercise its right to defend, compromise or settle the Third Party Claim.

(5) In order to assume the investigation and defense of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 15 calendar days of Indemnifying Party’s receipt of notice of the Third Party Claim and shall comply with the procedures set out in Schedule 9.6(5).

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(6) In addition to the foregoing, if the Third Party Claim is in respect of Taxes, the following additional rules shall also apply:

(a) if the Indemnifying Party is entitled to and elects to assume the investigation and defense of a Third Party Claim in respect of Taxes then the Indemnifying Party shall provide to the Indemnified Person in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnified Person and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnifying Party shall consult with the Indemnified Person with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof;

(b) to the extent payment has not already been made by the Indemnifying Party to the Indemnified Person, should the Indemnified Person be required by the relevant assessing authority to pay any amount in respect of such Third Party Claim, forthwith upon request therefor, the Indemnifying Party will pay to the Indemnified Person the amount that the Indemnified Person is required to pay to such Governmental Entity. Should the Indemnifying Party fail to pay such amount within 30 calendar days after receipt of written request from the Indemnified Person to do so, the right of the Indemnifying Party to control the contesting of such Third Party Claim will cease;

(c) Within 10 calendar days of a final determination of such Third Party Claim in respect of Taxes, the Indemnifying Party will pay to the Indemnified Person the full amount owing to the Indemnified Person, to the extent that such amounts have not been previously paid to the Indemnified Person; and

(d) If the Third Party Claim relates to Taxes in respect of any Pre-Closing Tax Period or Straddle Period and the investigation and defense of such Third Party Claim is assumed by the Indemnified Person, then Indemnified Person shall provide to the Indemnifying Party in a timely manner (x) any proposed written communications and other documents to be submitted to the relevant Governmental Entity or filed with a court in respect of any assessment or reassessment for review by the Indemnifying Party and (y) copies of any correspondence received from the Governmental Entity relating to such Third Party Claim. The Indemnified Person shall consult with the Indemnifying Party with respect to the materials provided pursuant to (x) above prior to the submission or filing thereof and the Indemnified Person shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

Section 9.7 Adjustment to Purchase Price.

Any payment made by the Sellers or Principals as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser or the Parent as an Indemnifying Party pursuant to this Article 9 will constitute a dollar-for-dollar increase of the Purchase Price.

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Section 9.8 Recovery Against Sellers.

(1) Subject to the limitations set forth in Section 9.5, each indemnification obligation of any Seller and its Principals under Section 9.5(4) shall be satisfied (i) first from the Indemnity Escrow Fund, until the complete depletion of the Indemnity Escrow Fund; and (ii) then from the R&W Insurance Policy until the limit of liability has been reached under the R&W Insurance Policy. Thereafter, provided that neither the Purchaser nor Parent shall under any circumstances be obligated to undergo any issuer bid that is not exempt from Part 2 of National Instrument 62-104 (such as the employee, executive officer, director and consultant exemption) or to undergo any other regulatory or statutory process that would materially implicate the rights of all holders of Parent Common Shares or requires any approval by holders of Parent Common Shares, all indemnification obligations of any particular Seller and its Principals shall be satisfied first by liquidation of such Seller’s Consideration Shares, if any, unless such Seller elects to satisfy some or all of such indemnification obligation with cash, and thereafter from cash payable by such Seller or the Principals of such Seller, as applicable. In the event Consideration Shares are to be liquidated pursuant to this Section 9.8, the Purchaser, at its option, may arrange for the purchase of the Consideration Shares by a third party purchaser (a “Third Party Sale”), provided that the purchase price for such Third Party Sale shall not be less than the greater of (i) cost and (ii) fair market value of such Consideration Shares, where fair market value shall be based on enterprise value without discounting for minority interests or lack of alienability on behalf of such Seller. If, in the Purchaser’s sole discretion, neither a Third Party Sale nor the repurchase of the Consideration Shares by the Purchaser is feasible for any reason, or, in either case, if the purchase price available for such Consideration Shares is below cost, the Purchaser would then be entitled to enforce its claim directly against such Seller and its Principals.

(2) On the date of the General Survival Date, an amount equal to the balance of the Indemnity Escrow Fund minus the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 on or prior to such date (to the extent such claims, if any, remain unresolved) (any such claim, a “Remaining Indemnity Claim”) shall be released to the Sellers’ Representative on such date for further distribution to the applicable Sellers and Recipients as set forth on Schedule A, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment. Following the final resolution of any Remaining Indemnity Claim, if the Indemnity Escrow Fund exceeds the aggregate amount, if any, which any Purchaser Indemnified Party has claimed under this Article 9 with respect to Remaining Indemnity Claims that remain unresolved, the excess Indemnity Escrow Fund shall be released to the Sellers’ Representative on such date, and the Purchaser and the Sellers’ Representative shall execute the necessary documents instructing the Escrow Agent to make the applicable payment.

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(3) In the event of any breach giving rise to an indemnification obligation under this Article 9 or otherwise in connection with the transactions contemplated hereby, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall use commercially reasonable efforts to mitigate the Damages arising from such breach.

Section 9.9 Exclusive Remedy.

Notwithstanding anything to the contrary contained in this Agreement, except for (a) Fraud (it being understood that nothing in this Agreement (including any survival periods, any limitations on remedies or recoveries, any disclaimers of reliance or any similar limitations or disclaimers) or elsewhere shall limit or restrict any Indemnified Person’s rights or ability to maintain any action against, or recover any amounts from, any Person in connection with any Fraud committed by such Person); (b) rights contained in, and disputes with respect to matters governed by Section 2.6 and Section 10.3 (which items shall be resolved solely in accordance with the dispute resolution procedures set forth therein); and (c) a Party’s right to seek specific performance or other equitable relief pursuant to Section 11.6, (i) the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 9; and (ii) each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against any Indemnifying Party arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article 9.

ARTICLE 10

POST-CLOSING COVENANTS

Section 10.1 Access to Books and Records.

For a period of six (6) years from the Closing Date, the Purchaser shall retain all original Books and Records relating to any Purchased Company that are part of the Books and Records existing on the Closing Date. During such six (6) year period, the Sellers shall have the right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable written notice for any proper purpose and without undue interference to the business operations of the Purchased Companies. The Purchaser shall have the right to have its representatives present during any such inspection.

Section 10.2 Confidentiality.

Each Seller and Principal hereby acknowledges that each is in possession of proprietary information in connection with the Business, the Assets and the Purchased Companies (“Confidential Information”). Each Seller and Principal shall and shall cause its Affiliates and representatives to keep confidential and shall not use for any improper purpose or disclose to any other Person any Confidential Information, unless such information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement. In the event any Seller or Principal is required by Law to disclose any Confidential Information, such Seller or Principal shall, to the extent not prohibited by

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applicable Law, provide the Purchaser with prompt notice of such requirements so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 10.2. Each Seller and Principal agrees that such obligation of confidentiality continues after the Closing Date and, subject to Section 10.1, upon request of the Purchaser, after the Closing, it shall return to Purchaser or cause to be destroyed all Confidential Information in its possession or control. To the extent that any Seller or Principal is an employee or consultant of the Company or any of its Subsidiaries after Closing, such Seller or Principal shall, during the term of its, his or her employment or engagement, be permitted to use Confidential Information only in the performance of duties in such employment or consulting capacity, except to the extent otherwise provided in any related employment, consulting or other agreement between such Seller or Principal, on the one hand, and the Company or its Affiliate, on the other hand.

Section 10.3 Tax Matters.

(1) The Sellers shall be responsible for the preparation and filing of all federal income Tax Returns of the Company for the Pre-Closing Tax Period and all Florida franchise Tax Returns and Florida ad valorem Tax Returns of the Company for the Straddle Period. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity. The Sellers shall provide drafts of all such Tax Returns to the Purchaser at least 30 calendar days before the applicable Tax Return becomes due, and the Purchaser shall have 15 calendar days following the receipt of any such Tax Return to provide the Sellers with written notice of any disputed items therein. Upon receipt of any such notice, the Sellers shall incorporate all revisions reasonably requested by the Purchaser, taking into account all economic implications for both the Sellers and the Purchaser. The parties agree that all Transaction Tax Deductions shall be taken on the income Tax Returns of the Purchased Companies for the Pre-Closing Tax Period unless otherwise required by applicable Law.

(2) Subject to Section 10.3(1), the Purchaser shall cause the Purchased Companies to prepare and file any other Tax Returns of the Purchased Companies for any Pre-Closing Tax Period or any Straddle Period, in both cases, which are required to be filed after the Closing Date. Such returns shall be prepared and filed on a basis consistent with applicable Laws and the past practices and procedures of the relevant entity provided that no reserve may be claimed or expense accelerated if any amount could be included in the income of the Purchased Companies for any period ending after the Closing Date. The Purchaser shall provide drafts of all such Tax Returns to the Sellers at least thirty (30) calendar days before the applicable Tax Return becomes due, and the Sellers shall have fifteen (15) calendar days following the receipt of any such Tax Return to provide Purchaser with written notice of any disputed items therein. Upon receipt of any such notice, the Purchaser shall incorporate all revisions reasonably requested by the Sellers, taking into account all economic implications for both the Sellers and the Purchaser.

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(3) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be:

(a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and

(b) in the case of Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended on the Closing Date.

(4) The Seller and the Purchaser will co-operate fully and assist each other and make available to each other in a timely fashion all data and other information as may reasonably be required for the preparation and filing of all Tax Returns of the Purchased Companies and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to such Tax Returns.

(5) The Purchaser shall not (i) amend, or cause to be amended, any Tax Returns of the Purchased Companies (a) filed by the Sellers prior to the Closing Date, (b) filed by the Sellers pursuant to Section 10.3(1) or (c), filed by the Purchaser pursuant to Section 10.3(2); (ii) make or change or revoke any material Tax election, change any Tax classification, or adopt or change any Tax accounting method; (iii) enter into any closing agreement or other contractual obligation in respect of Taxes with any Governmental Entity; settle any material action, suit, proceeding, claim or demand with respect to Taxes, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (iv) make a voluntary approach or pursue any voluntary disclosure agreement with any Governmental Entity, in each instance with respect to a Pre-Closing Tax Period unless the Purchaser obtains the prior written consent of the Sellers’ Representative to such action, with such consent not to be unreasonably withheld or delayed by the Sellers’ Representative.

(6) Any credits, refunds and other recoveries of any Taxes of any Purchased Company with respect to any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), shall belong to the Sellers and be paid to them promptly upon any credit thereof to, or receipt or recovery thereof by, Purchaser, any Purchased Company or any of their Affiliates. If requested by the Sellers’ Representative, Purchaser shall, and shall cause each Purchased Company to, reasonably cooperate with the Sellers’ Representative in filing any Tax Return necessary to claim such Tax credits or refunds (including filing amended Tax Returns).

(7) To the extent not completed prior to Closing, from and after Closing, the Sellers shall, and shall cause the Sellers’ auditors, Skoda Minotti, Certified Public Accountants, to, provide such assistance as is reasonably necessary or desirable to the Purchaser for the preparation and review of the interim financial statements of the Company and its Subsidiaries for the 3-month period ending March 31, 2019 and the 6-month period ending June 30, 2019.

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(8) From and after the Closing, the Parties shall take the actions set forth in Schedule 10.3.

Section 10.4 Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party hereto, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Interest to the Purchaser and carry out the intent of this Agreement and any Ancillary Agreement.

Section 10.5 R&W Insurance Policy.

The Purchaser shall not consent to any amendment, waiver, cancellation or modification to the R&W Insurance Policy without the prior written consent of the Sellers’ Representative. The insurance provider under the R&W Insurance Policy shall have no subrogation right, entitlement of privilege, or any recourse whatsoever, against the Sellers pursuant to this Agreement, the R&W Insurance Policy or otherwise, except in the case of Fraud, in which case the insurance provider shall be entitled to subrogate or otherwise pursue, seek damages or recovery from or against the Sellers in accordance with the R&W Insurance Policy (but only to the extent the damages in respect of which the applicable payment under the R&W Insurance Policy was made to the Purchaser is caused by the Fraud of the Sellers). Notwithstanding anything to the contrary herein, neither any revocation, waiver, cancellation or modification of the R&W Insurance Policy after the Closing Date, nor any inability of, nor any denial by the insurance provider of the R&W Insurance Policy, to pay any Damages contemplated by the R&W Insurance Policy, shall result in liability under Article 9 to the Sellers or Principals which is in excess of the liability of the Sellers or Principals contemplated under Article 9.

Section 10.6 D&O Liability and Indemnification.

(1) The Purchaser agrees that all rights to indemnification or exculpation (and advancement of expenses) now existing in favor of the directors, officers, employees and agents of each Purchased Company (each, a “D&O Indemnitee”), as provided in such Purchased Company’s Organizational Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Closing and shall continue in full force and effect and that the Purchased Companies will perform and discharge the Purchased Companies’ obligations to provide such indemnity and exculpation after the Closing. To the maximum extent permitted by Law, such indemnification shall be mandatory rather than permissive, and each Purchased Company shall advance expenses in connection with such indemnification as provided in such Purchased Company’s Organizational Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Purchased Companies’ Organizational Documents shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, officers, employees or agents of any Purchased Company, unless such modification is required by Law.

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(2) The Sellers shall purchase and maintain in effect beginning on the Closing and for a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage (including any policy providing coverage for combined fiduciary and employment practices liability) for the benefit of those D&O Indemnitees who are covered by any Purchased Company’s directors’ and officers’ liability insurance policies as of the date hereof or at the Closing with respect to matters occurring prior to the Closing. Such policy shall provide coverage that is at least equal to the coverage provided under the Purchased Companies’ current directors’ and officers’ liability insurance policies in effect as of the date hereof; provided that the Sellers may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date.

(3) The directors, officers, employees and agents of each Purchased Company entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 10.6 are intended to be third party beneficiaries of this Section 10.6. This Section 10.6 shall survive the Closing and shall be binding on all successors and assigns of the Purchaser and the Purchased Companies.

Section 10.7 Company Leases.

In the event [Redacted – Personal Information – Company Leases] remains a guarantor under any Lease from and after Closing, Purchaser shall use commercially reasonable efforts, including, but not limited to, obtaining any consent or amendment, to fully remove [Redacted – Personal Information – Company Leases] as a guarantor and extinguish any obligations or liabilities under the applicable guaranty agreement. In the event [Redacted – Personal Information – Company Leases] is not removed as a guarantor under a Lease, such Lease may not be amended, extended or renewed (unless such amendment, extension or renewal fully removes [Redacted – Personal Information – Company Leases] as a guarantor and extinguishes any obligations or liabilities under the applicable guaranty agreement) without [Redacted – Personal Information – Company Leases] prior written consent.

ARTICLE 11

MISCELLANEOUS

Section 11.1 Appointment of the Sellers’ Representative.

(1) Each Seller hereby irrevocably appoints the Sellers’ Representative, or any successor thereto, as its representative, agent, proxy and attorney in fact for such Seller and in such Seller’s name, place and stead for all purposes of this Agreement and any Ancillary Agreements.

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(2) In order to administer efficiently the determination of certain matters under this Agreement and the Escrow Agreement, each Seller hereby agrees that the Purchaser, the Parent and the Escrow Agent will be entitled to:

(a) rely on the Sellers’ Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Sellers’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Sellers and to defend against indemnification claims of the Purchaser Indemnified Parties; and

(b) deal only with the Sellers’ Representative in respect of all matters arising under this Agreement or the Escrow Agreement, including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Sellers or any one of them and to defend against indemnification claims of the Sellers.

(3) All references in this Agreement to decisions and actions to be taken by Sellers or any one of them, as the case may be, shall be deemed taken by the Sellers or any one of them, as the case may be, if such decisions or actions are taken by the Sellers’ Representative, in its capacity as the Sellers’ Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser or the Parent and directed to the Sellers or any one of them, as the case may be, shall be deemed directed to the Sellers or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser or the Parent to the Sellers’ Representative.

(4) The Sellers’ Representative, in its capacity as the Sellers’ Representative, shall enter into the Escrow Agreement (instead of all of the Sellers) with regard to the Escrow Fund. Any and all amounts payable to the Sellers under this Agreement from the Escrow Fund shall be paid by the Escrow Agent to the Sellers’ Representative, as the representative of the Sellers, and the Sellers’ Representative shall promptly distribute to each Seller its share of the net proceeds therefrom (less any reimbursement of expense provided for under this Section 11.1) as set forth in Schedule A, in immediately available funds to an account designated by such Seller.

(5) In no event shall the Purchaser, the Parent or the Escrow Agent be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by the Purchaser or the Escrow Agent, and the Purchaser, the Parent and the Escrow Agent shall be entitled to rely upon any notice provided thereto by the Sellers’ Representative or action taken by the Sellers’ Representative acting within the scope of its authority.

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(6) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defense shall be ineffective by reason only of it having been made or given to or by a Seller directly if each of the Purchaser, the Parent or the Escrow Agent and the other Sellers consent by virtue of not objecting to such dealings without the intermediary of the Sellers’ Representative.

(7) Each Seller and the Purchaser and the Parent hereby waive all potential conflicts of interest arising out of the Sellers’ Representative’s activities or authority, as the Sellers’ representative, and its relationships with the Purchased Companies or any of their Affiliates.

(8) Subject to the provisions hereof, the Sellers’ Representative hereby accepts the foregoing appointment and agrees to serve as the Sellers’ Representative subject to, and each Seller and the Purchaser and the Parent expressly acknowledges and agrees to, the limitation of the liability of the Sellers’ Representative as set forth below:

(a) The Sellers’ Representative shall be obligated to perform only the duties specifically set forth in this Agreement and shall have no implied duties or obligations.

(b) THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, SHALL HAVE NO LIABILITY TO THE SELLERS, THE PURCHASER OR THE PARENT FOR ANY ACT OR OMISSION IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE SELLERS’ REPRESENTATIVE.

(c) IN NO EVENT SHALL THE SELLERS’ REPRESENTATIVE, IN SUCH CAPACITY, BE LIABLE TO ANY SELLER, THE PURCHASER OR THE PARENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE AND OTHER RELATED DAMAGES.

(d) The Sellers’ Representative may rely and shall be protected in relying upon any document or instrument believed by the Sellers’ Representative to be genuine (or to be a genuine copy, facsimile, email/PDF of such document or instrument) and to have been signed by any Person, and shall not be liable for any action taken or omitted in accordance with the provisions of such instrument.

(e) The Sellers’ Representative may, from time to time (at the expense of the Sellers), consult with legal counsel (including, without limitation, counsel that has previously represented the Sellers’ Representative or the Company in connection with the transactions contemplated by this Agreement) with respect to any matter arising in connection with the rights or duties of the Sellers’ Representative under this Agreement or any other document relating to the transactions contemplated by this Agreement, or in connection with the foregoing appointment, and shall not be liable to the Sellers for, and shall be fully protected with respect to, any action taken or omitted in reliance upon the advice of such counsel.

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(f) If any conflicting or inconsistent claims or demands are made in connection with this Agreement, or if the Sellers’ Representative is in doubt as to what action it should take under this Agreement, the Sellers’ Representative may, at its option, refuse to comply with any claims or demands, or refuse to take any other action under this Agreement so long as such disagreement continues or reasonable doubt exists. The Sellers’ Representative shall not be liable in any way or to any Seller for its failure or refusal to act in accordance with the foregoing sentence. The Sellers’ Representative shall be entitled to continue to refrain from acting until (A) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (B) the Sellers’ Representative has been notified in a writing signed by all interested parties that all differences have been settled by agreement among all of the interested parties. In addition, if the Sellers’ Representative has any doubt as to the course of action it should take under this Agreement, the Sellers’ Representative is authorized to petition any court of the State of Florida for instructions or to interplead funds or assets held by the Sellers’ Representative into such court. Each Seller agrees to indemnify and hold the Sellers’ Representative harmless from any liability or losses occasioned by such action and to pay any and all of its fees, costs, expenses and attorneys’ fees incurred in any such action and agree that, on such petition or interpleader action, the Sellers’ Representative will be relieved of all liability. In no event will the Sellers’ Representative be required to take any actions described in this Section 11.1(8)(f).

(g) The Sellers’ Representative is directed to use funds from the Sellers’ Representative Expense Fund to pay for the retention and premium costs under the ESOP Trustee insurance policy (which shall be an amount equal to the ESOP Trustee Insurance Amount), the premium and retention costs under an insurance policy to be obtained by the Purchaser (at the expense of the Sellers), which shall be an amount equal to the Sellers’ Obligation Amount, as contemplated by Schedule 10.3, and the costs and fees incurred by the Sellers associated with resolving such obligations (which shall be an amount up to the Sellers’ Expense Amount). The obligations of the Sellers and the Recipients with respect to funding the Sellers’ Representative Expense Fund shall be as set forth on Schedule A, and any amounts remaining in the Sellers’ Representative Expense Fund, if any, shall be distributed to the applicable Sellers and Recipients as set forth on Schedule A.

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Section 11.2 Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, electronic mail or facsimile and addressed:

(a) to the Purchaser, the Parent or the Purchased Companies following Closing at:

c/o Akumin Inc.

[Redacted – Personal Information – Notices]

Attention:        [Redacted – Personal Information – Notices]

Telephone:      [Redacted – Personal Information – Notices]

Facsimile:       [Redacted – Personal Information – Notices]

Email:             [Redacted – Personal Information – Notices]

(b) to the Sellers, the Principals, the Sellers’ Representative or the Purchased Companies prior to Closing at:

[Redacted - Personal Information - Notices]

Email: [Redacted – Personal Information – Notices]

with a copy that shall not constitute notice to:

Greenberg Traurig, P.A.

[Redacted – Personal Information – Notices]

Attention:          [Redacted – Personal Information – Notices]

Telephone:        [Redacted – Personal Information – Notices]

Facsimile:         [Redacted – Personal Information – Notices]

Email:               [Redacted – Personal Information – Notices]

(c) A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender), or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party.

Section 11.3 Time of the Essence.

Time is of the essence in this Agreement.

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Section 11.4 Announcements.

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made prior to Closing except with the prior written consent and joint approval of both the Sellers’ Representative and the Purchaser, or if required by Law or a Governmental Entity. Where such disclosure is required by Law or a Governmental Entity, the Party required to make such disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to its form, nature and extent of the disclosure. After the Closing, any disclosure by the Sellers or the Sellers’ Representative may be made only with the prior written consent and approval of the Purchaser unless such disclosure is required by Law or a Governmental Entity, in which case the Sellers shall use its commercially reasonable efforts to obtain the approval of the Purchaser as to the form, nature and extent of the disclosure.

Section 11.5 Third Party Beneficiaries.

(1) Except as otherwise provided in this Agreement, including Section 9.3, Section 9.4 and Section 10.6, (i) the Parties intend that this Agreement will not benefit or create any right or cause of action in favor of any Person, other than the Parties, and (ii) no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) The Parties acknowledge to each of the Indemnified Persons and the D&O Indemnities (the “Third Party Beneficiaries”) their direct rights against the applicable Party under Article 9, Section 10.6 and this Section 11.5, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives, and for such purpose, the Parties hereto agree and acknowledge that they are acting as agent of their respective Third Party Beneficiaries and agree to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

(3) Notwithstanding the foregoing, the Parties acknowledge to each of the Purchaser Financing Sources (the “Purchaser Financing Source Third Party Beneficiaries”) their direct rights against the applicable Party under this Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, which are intended for the benefit of, and shall be enforceable by, each Purchaser Financing Source Third Party Beneficiary, his or her heirs or its successors and his, her or its legal representatives.

(4) Notwithstanding the foregoing, the Parties acknowledge that each of the Recipients are express third party beneficiaries of the representations and warranties made by the Parent in Section 4.2 hereunder.

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Section 11.6 Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any court of the United States or Canada or any state or province thereof having jurisdiction over the Parties and the matter, in each case without the requirement of posting a bond or proving actual damages, in addition to any other remedy to which they are entitled at law or in equity.

Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 11.6, neither any Seller, nor any Principal, nor the Company nor other Purchased Company (nor any of their Affiliates nor any of their or their Affiliates’ respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys or representatives) shall be entitled to specifically enforce any rights of the Purchaser or any Affiliate thereof to cause the Purchaser Financing to be funded.

Section 11.7 Expenses.

Except as otherwise expressly provided in this Agreement, the Purchaser shall pay for (a) its own and the Parent’s costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them, and (b) the costs and expenses of the Purchased Companies, the Sellers and the Principals (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them, up to the Transaction Costs Threshold Amount. The Sellers and the Principals shall be liable for the Transaction Costs in excess of the Transaction Costs Threshold Amount. Upon request, the Sellers shall deliver invoices or other reasonable evidence of any Transaction Costs included in the Transaction Costs Threshold Amount.

Section 11.8 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Sellers’ Representative, the Purchaser and the Parent. Notwithstanding anything to the contrary contained herein, Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18 (and any related definitions used in those sections) may not be amended, supplemented, waived or otherwise modified in a manner that is adverse in any respect to any Purchaser Financing Source without the prior written consent of such Purchaser Financing Source.

Section 11.9 Waiver.

No waiver of any of the provisions of this Agreement or any Ancillary Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of such right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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Section 11.10 Entire Agreement.

This Agreement, including the Schedules hereto and the Disclosure Letter, together with the Ancillary Agreements and the other instruments referred to herein, (i) constitutes the entire agreement between the Parties; (ii) supersedes all prior agreements or discussions of the Parties; and (iii) sets forth the complete and exclusive agreement between the Parties, in all cases, with respect to the subject matter herein.

Section 11.11 Successors and Assigns.

(1) Upon execution of the Agreement by the Parties, it will be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns.

(2) Except as provided in this Section 11.11, neither this Agreement nor any of the rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(3) Upon giving notice to the Sellers’ Representative, the Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to:

(a) any of its Affiliates, provided that such Affiliate and the Purchaser shall be jointly and severally liable with respect to all of the obligations of the Purchaser, including the representations, warranties, covenants, indemnities and agreements of the Purchaser; or

(b) to any Person that acquires all or substantially all of the assets of the Purchaser.

(4) The Purchaser may assign this Agreement or any of its rights and/or obligations under this Agreement to its lenders or any agent for its lenders as collateral security for its obligations under the Purchaser Financing, without any requirement of notice or consent of the Sellers’ Representative or any other Seller, but shall remain liable for all of its obligations hereunder.

Section 11.12 Jury Waiver.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Section 11.13 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

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Section 11.14 Governing Law.

(1) This Agreement is governed by and will be interpreted and construed in accordance with the laws of the State of Florida.

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’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 11.15 Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

Section 11.16 Disclosure Letter.

The representations and warranties contained in Article 3 are qualified by reference to the Disclosure Letter attached to this Agreement. The Parties agree that the Disclosure Letter constitutes (a) exceptions to particular representations, warranties, covenants and obligations of the Sellers as set forth in this Agreement or (b) descriptions or lists of assets and liabilities and other items referred to in this Agreement. Inclusion of information in the Disclosure Letter shall not be construed as an admission that such information is material to the Sellers, the Purchased Companies, the Business or the Assets of the Purchased Companies.

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The Purchaser acknowledges that headings have been inserted on the individual schedules included in the Disclosure Letter for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Disclosure Letter. Information contained in the Disclosure Letter under any particular schedule or section is deemed disclosed with respect to all other representations and warranties of the Sellers to the extent where the relevance of an exception to such other representation and warranty is reasonably apparent based upon a plain reading of such exception, regardless of whether a cross-reference to the applicable schedule and/or section is actually made.

Section 11.17 Attorney-Client Privilege; Conflict Waiver.

To the extent not prohibited by applicable Law, the Parties agree that any attorney-client, work product or similar privilege applicable to any documents or communications of the Sellers, the Purchased Companies or any of their respective Representatives existing at or prior to the Closing (to the extent relating to the sale of the Purchased Companies or the transactions contemplated by this Agreement) (collectively, the “Privileged Communications”) shall, notwithstanding the transfer of the Purchased Interest pursuant to this Agreement, belong to and be retained by the Sellers or their respective Representatives, as applicable, and may be asserted or waived solely by the Sellers or their respective Representatives, as applicable, from and after the Closing and shall not be transferred, conveyed or otherwise become the property of the Purchaser or any Purchased Company or be asserted or waived by Purchaser or any Purchased Company from and after the Closing; provided that, to the extent allowed by applicable Law, the Purchased Companies may assert such privileges to the extent relating to a dispute that does not involve the Sellers or any of their respective Representatives. The Parties agree that the Sellers shall be entitled to take all steps reasonably necessary to segregate the Privileged Communications from the documents and communications delivered to the Purchaser (or retained by the Purchased Companies) in connection with the transactions contemplated by this Agreement and the Purchaser shall provide such assistance to the Sellers in furtherance of such steps as the Sellers may reasonably request. The Purchaser, the Parent and the Purchased Companies acknowledge and agree that Greenberg Traurig, LLP and/or one or more of its affiliated or related entities (“GT”) has represented the Sellers, Principals and Recipients (other than the ESOP) and/or their respective Representatives and associates prior to the Closing and that GT may represent such persons and its Representatives after the Closing. To the extent not prohibited by applicable Law, the Purchaser and the Parent each hereby waives and agrees not to assert, and agrees to cause the Purchased Companies to waive and not to assert, any conflict that may arise in connection with the representation of such Seller or any of its Representatives by GT after the Closing as such representation may relate to the Purchased Companies and their respective Representatives or the transactions contemplated by this Agreement (including, without limitation, in connection with a dispute with the Purchaser, the Parent or a Purchased Company following the Closing).

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Section 11.18 No Recourse to Purchaser Financing Sources.

In furtherance of the foregoing and without limiting the generality of Section 11.5(3), Section 11.6, Section 11.8, Section 11.11 and Section 11.18, the parties hereto agree that, notwithstanding anything in this Agreement to the contrary, each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, shall not have, and hereby waives, any rights or claims against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and each Seller and each Principal, in each case on behalf of itself and each of its Affiliates (including the Company and each other Purchased Company), and each of its and their controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns, agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) against any Purchaser Financing Source in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). In furtherance of and not in limitation of the foregoing waiver, it is agreed that no Purchaser Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to any Seller or any Principal (or, in each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns) in connection with this Agreement, the Purchaser Financing, the Commitment Letter or any transaction contemplated hereby or thereby (including any claim, action, suit, litigation, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) relating to the Purchaser Financing or the Commitment Letter). Without limiting the foregoing, no Purchaser Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to any Seller or any Principal (or, in each case, any of their respective Affiliates (including the Company or any other Purchased Company) or any of their respective controlling persons, shareholders, partners, members, directors, officers, employees, advisors, agents, attorneys, trustees, administrators, managers, representatives and successors and assigns).

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

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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PURCHASER:	AKUMIN CORP.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer
PARENT:	AKUMIN INC.
	By:	(Signed) Riadh Zine
		Name: Riadh Zine
		Title: President and Chief Executive Officer

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

SELLERS:

[Redacted – Personal Information – Sellers]

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first set forth above.

PRINCIPALS:

[Redacted – Personal Information – Principals

[Signature Page to Share Purchase Agreement]

Schedule A

[Redacted – Personal Information – Schedule A]

Schedule A

Schedule 2.6(1)

[Redacted – Commercially Sensitive Information – Schedule 2.6(1)]

Schedule 2.6(1)

Schedule 6.1(h)(v)

List and Form of Seller Non-Competition Agreement

(see attached)

Schedule 6.1(h)(v)

Schedule 6(h)(v): List and Form of Seller Non-Competition Agreement

[Redacted – Personal Information – Schedule 6.1(h)(v)]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated [●], 2019, is entered into by and among [●] (the “Restricted Party”), Akumin Corp. (the “Purchaser”) and ADG Acquisition Holdings, Inc. (the “Company”).

RECITALS:

(a) Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated April 15, 2019, the Purchaser has agreed to purchase all of the equity interests in the Company (the “Transaction”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

(b) It is a condition of the closing of the Transaction that the Restricted Party execute and deliver this Agreement.

In consideration of the above and for other good and valuable consideration, the parties hereby agree as follows:

Section 1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Business” means the business carried on by the Company as of the date of the Agreement, namely the provision of outpatient diagnostic services in Florida and, without limiting the generality of the foregoing, also includes the provision of support, management or administrative services, personnel, equipment or space, directly or indirectly, to any providers or operators of outpatient diagnostic centers.

“Closing Date” has the meaning specified in the Purchase Agreement.

“Customers” means all Persons who are at the Closing Date or were at any time within the twelve (12) months prior to the Closing Date referral sources and customers of the Business.

“Indemnified Party” has the meaning specified in Section 9.

“Interest” has the meaning specified in Section 8.

“Notice” has the meaning specified in Section 14.

“Parties” means the Restricted Party, the Purchaser and the Company, and “Party” means any one of them.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“Prospective Customers” means all Customers solicited at any time during the twelve (12) month period prior to the Closing Date in connection with the Business, as evidenced by written record.

“Targets” means the Company and each of its subsidiaries as of the Closing Date, and any outpatient diagnostic center owned by any of them as of the Closing Date.

“Term” has the meaning specified in Section 3.

“Territory” means the area within a 20-mile radius of any of the facilities specified in Schedule A.

Section 2 Interpretation.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and the insertion of headings are for convenient reference only and do not affect its interpretation and the expression “Section” and other subdivision followed by a number mean and refer to the specified Section or other subdivision of this Agreement. In this Agreement the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”.

Section 3 Term of Agreement.

The term of this Agreement starts on the Closing Date and ends on the fifth (5th) anniversary of this Agreement (the “Term”).¹ Upon expiration or termination of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided that the expiration or termination of this Agreement shall not relieve any Party from any liability for breach of this Agreement that occurred prior to the expiration or termination of this Agreement. Section 9 of this Agreement survives the expiration or other termination of this Agreement.

Section 4 Non-Competition.

Subject to Section 8 hereof, during the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business in all or any part of the Territory which is in competition with the Business.

¹ [Redacted – Personal Information – Schedule 6.1(h)(v)]

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Section 5 Non-Solicitation of Customers.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by or through any Person or otherwise, in connection with the provision of diagnostic imaging services within the Territory:

(a) solicit the business of, or procure or assist the canvassing or soliciting of the business of, any Customer or Prospective Customer;

(b) accept, or procure or assist the acceptance of, any business from any Customer or Prospective Customer; or

(c) supply, or procure or assist the supply of, any goods or services to any Customer or Prospective Customer.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 5 shall not in any way limit the ability of a physician or other medical professional to exercise his or her professional judgment in the treatment of any patient of such physician or professional, including as to where or to whom to refer such patient for diagnostic services. Further, this Section 5 shall not prevent any Seller or Principal from undertaking general solicitations of customers not specifically targeted at Customers or Prospective Customers, whether within or outside of the Territory.

Section 6 Non-Solicitation of Employees.

During the Term, the Restricted Party shall not, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, other than on behalf of a Target, in any capacity whatsoever including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, in connection with the provision of diagnostic imaging services:

(a) employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of any Target any individual who is employed or engaged by such Target as of the Closing Date, whether or not such individual would commit any breach of his contract or terms of employment by leaving the employ of such Target;

(b) employ, offer employment to or solicit the employment or engagement of any individual who was employed or engaged at any Target as of the Closing Date and who has resigned from such Target within three months prior to such employment, offer of employment, solicitation or engagement; or

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(c) procure or assist any Person to employ, offer employment or solicit the employment or engagement of or otherwise entice away from the employment of any Target any such individual employed or engaged at such Target as of the Closing Date.

Notwithstanding anything to the contrary herein, the restrictions set forth in this Section 6 shall not in any way apply to (i) an individual whose employment or engagement with any Target has been terminated for any reason or no reason prior to the employment, offer of employment, solicitation or engagement by the Restricted Party, or (ii) general solicitations of employment not specifically directed at employees of the Targets through newspapers, or other media of general circulation (including through the use of employment agencies or search firms).

Section 7 Non-Interference.

The Restricted Party shall not on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise, adversely interfere or attempt to adversely interfere with the Business or persuade or attempt to persuade any Customer, Prospective Customer, employee or supplier of any Target to discontinue or alter such Person’s relationship with such Target.

Section 8 Portfolio Exception.

Notwithstanding anything to the contrary in this Agreement, the Restricted Party shall not be in default under this Agreement by virtue of holding not more than five percent (5%) of the issued and outstanding securities of a Person (the “Interest”), the securities of which are listed on a recognized stock exchange and with which Person the Restricted Party has no connection whatsoever other than the Interest, provided that the Restricted Party holds such Interest as a passive investor.

Section 9 Indemnification.

The Restricted Party shall indemnify and save the Company, the Purchaser and each of their respective shareholders, members, directors, managers, officers, employees, agents and representatives (each, an “Indemnified Party”) harmless of and from and will pay for any claim, demand, action, cause of action, judgment, loss, liability, damage or expense suffered by, imposed upon or asserted against the Indemnified Party as a result of, in connection with or arising out of any violation, contravention or breach of this Agreement by the Restricted Party.

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Section 10 Reasonableness.

The Restricted Party expressly acknowledges that the agreements and covenants provided by Restricted Party in this Agreement are essential to protect the value of the Business and such covenants and agreements contained herein are a material and substantial part of the Transaction contemplated by the Purchase Agreement (supported by adequate consideration) and are a material inducement to the Purchaser’s agreement to consummate the Transaction. The Restricted Party further acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defense any issue of reasonableness (including the reasonableness of the Territory or the duration and scope of this Agreement) in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of the Targets by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law. The Restricted Party agrees not to challenge or raise any equitable defenses to the enforceability of the restrictive covenants contained in this Agreement.

Section 11 ²[Enforcement of Covenants.

The Restricted Party shall, at its own expense, take all lawful and reasonably necessary actions, including the institution of legal proceedings, to prevent or stop any violation, contravention or breach of this Agreement by any of its representatives or agents. In the absence of such action by the Restricted Party, the Purchaser may take such reasonably necessary action in its own name and the Restricted Party shall be subject to the indemnification provisions set forth in Section 9.]

Section 12 Notification.

The Restricted Party shall promptly notify the Purchaser of any violation, contravention or breach of this Agreement as soon as it becomes aware of any such event.

Section 13 Equitable Remedies.

In the event of a violation, contravention, breach or threatened breach of this Agreement by the Restricted Party, the Restricted Party acknowledges and agrees that the applicable Target’s remedy at law for any breach of the covenants contained herein would be inadequate and such Target is entitled to both temporary and permanent injunctive relief, without the necessity of posting a bond. The right of the Target to injunctive relief is in addition to any and all other remedies available to it and will not prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it including the recovery of monetary damages.

Section 14 Notices.

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed:

(i) to a Target at:

c/o Akumin Inc.

[Redacted – Personal Information – Notices]

²  NTD: To be included if the Restricted Party is not an individual.

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[Redacted – Personal Information – Notices]

Attention:      [Redacted – Personal Information – Notices]

Telephone:   [Redacted – Personal Information – Notices]

Email:         [Redacted – Personal Information – Notices]

(ii) to the Restricted Party at the address listed on the Signature Page.

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile, or (iii) if sent by electronic mail, on the Business Day such electronic mail was sent, or the next Business Day if such electronic mail was sent after to 4:00 p.m. (local time in place of receipt) (so long as no undelivered mail notice or other transmission error is received by the sender). A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 15 Miscellaneous.

(1) Time. Time is of the essence in this Agreement.

(2) Third Parties. Except as provided in Section 9, each Party to this Agreement intends that this Agreement will not benefit or create any right or cause of action in favor of, or on behalf of, any Person, other than the Parties to it, and no Person, other than the Parties to this Agreement, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(3) Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

(4) Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

(5) Non-Merger. Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties set forth herein will not merge upon and will survive the closing of the transactions contemplated under the Purchase Agreement and, notwithstanding such closing, continue in full force and effect. Such closing will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

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(6) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the non-competition covenants of the Restricted Party in connection with the transactions contemplated by the Purchase Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in such connection. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject-matter of this Agreement except as specifically set out in this Agreement.

(7) Successors and Assigns. This Agreement becomes effective when executed by all of the Parties. After that time, it will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

(8) Severance/Reformation. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. If after applying the provisions of the preceding sentence, any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

(9) Governing Law. This Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Florida.

(10) Independent Legal Advice. The Parties each acknowledge that, prior to executing this Agreement, they have been given the opportunity to obtain independent legal advice concerning this Agreement and that they fully understand the nature, content and consequences of this Agreement. This Agreement has been negotiated in good faith between the Parties.

(11) Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Remainder of page intentionally left blank. Signature page(s) follow.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

RESTRICTED PARTY:

By:

Name:

Title:

Address:

Telephone:

Fax:

Email:

Attention:

PURCHASER:

AKUMIN CORP.

By:

Name:

Title:

COMPANY:

ADG ACQUISITION HOLDINGS, INC.

By:

Name:

Title:

[Signature Page - Non-Competition and Non-Solicitation Agreement]

Schedule A

• [Redacted – Commercially Sensitive Information – Schedule A]

Schedule 6.1(h)(viii)

[Redacted – Commercially Sensitive Information - Schedule 6.1(h)(viii)]

Schedule 6.1(h)(viii)

Schedule 6.1(h)(ix)

Form of Lock-Up Agreement

(see attached)

Schedule 6.1(h)(ix)

LOCK-UP AGREEMENT

RECITALS:

(a) [Pursuant to the terms of that certain Share Purchase Agreement (the “Purchase Agreement”) dated as of April 15, 2019, Akumin Corp. (the “Purchaser”) has agreed to purchase all of the equity interests in ADG Acquisition Holdings, Inc. (the “Transaction”).

(b) As partial consideration for the acquisition contemplated by the Purchase Agreement, the undersigned shall receive common shares in the capital of the Purchaser’s ultimate parent entity, Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Transaction, the “Locked-Up Shares”).

(c) It is a condition of the closing of the Transaction that the undersigned execute and deliver this Lock-Up Agreement.]¹

OR

(a) [Pursuant to the terms of that certain Subscription Agreement (the “Subscription Agreement”) dated as of ●, 2019, the undersigned has subscribed for common shares in the capital of Akumin Inc. (such entity, “Parent”, and any such shares issued to the undersigned in connection with the Subscription Agreement, the “Locked-Up Shares”), and Parent has agreed to issue the Locked-Up Shares to the undersigned in accordance with the terms thereunder.

(b) In connection with the issuance of the Locked-Up Shares, the undersigned is hereby executing and delivering this Lock-Up Agreement to Parent.]²

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees not to directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, reduce its financial exposure to, or deal with the Locked-Up Shares, and further will not publicly announce any intention to undertake any of the foregoing (collectively, the “Lock-Up Restrictions”), except with the consent of the Parent (to be determined in its sole discretion), for a period commencing on the date of this Lock-Up Agreement and continuing through the close of trading on the date that is six months following closing of the Transaction (such period, the “Lock-Up Period”). The undersigned further agrees to provide at least 10 days prior written notice to Parent of any proposed activity that would have been subject to the Lock-Up Restrictions (each a “Notice”) for the period commencing on the expiry of the Lock-Up Period and continuing through the close of trading on the date that is 12 months following closing of the Transaction (such period, the “Notice Period”).

1.                        

¹  NTD: Recitals if undersigned is a party to the purchase agreement.

²  NTD: Recitals if undersigned is not a party to the purchase agreement.

The Lock-Up Restrictions shall not apply to (and no Notice shall be required in respect of): (A) transfers to affiliates of the undersigned, including (if the undersigned is a natural person) any family members, or to any company, trust or other entity owned by or maintained for the benefit of the undersigned, including any company formed to hold the Locked-Up Shares of the undersigned and any other persons; (B) transfers occurring by operation of law or in connection with transactions as a result of the death of the undersigned, provided that in each of (A) and (B) above, that any such transferee shall first execute a lock-up agreement with the Parent in substantially the same form as this Lock-Up Agreement with respect to the Locked-Up Shares for the remainder of the Lock-Up Period and Notice Period then outstanding; or (C) transfers made pursuant to a bona fide take-over bid or transfers made or Locked-Up Shares cancelled as part of a similar acquisition or merger transaction (including by scheme of arrangement or similar such transaction) provided that in the event that such transaction is not completed, any Locked-Up Shares shall remain subject to the restrictions contained herein.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. The undersigned acknowledges that, prior to executing this Lock-Up Agreement, the undersigned has been given the opportunity to obtain independent legal advice concerning this Lock-Up Agreement and that the undersigned fully understands the nature, content and consequences of this Lock-Up Agreement.

Any notice, direction or other communication given pursuant to this Lock-Up Agreement (including any Notice) must be in writing, sent by personal delivery, courier, facsimile or email, return receipt requested, and addressed to the Parent at:

c/o Akumin Inc.

[Redacted – Personal Information – Notices]

Attention:       [Redacted – Personal Information – Notices]

Telephone:    [Redacted – Personal Information – Notices]

Email:          [Redacted – Personal Information – Notices]

Any such notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a business say and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day, or (ii) if sent by facsimile, on the business day following the date of confirmation of transmission by the originating facsimile.

This Lock-Up Agreement is irrevocable and will be binding on the undersigned and its respective successors, heirs, personal representatives, and assigns. This Lock-Up Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the State of Florida. This Lock-Up Agreement will automatically become null and void upon expiry of the Notice Period.

- 2 -

DATED as of the date first written above.
Name of Shareholder
Number Locked-Up Shares subject to this Lock-Up Agreement:
Signature of Shareholder	Signature of Witness

Signature Page to Lock-Up Agreement

ACKNOWLEDGED AND AGREED:

AKUMIN INC.

By:

Name:

Title:

Date:

Signature Page to Lock-Up Agreement

Schedule 6.1(h)(xiii)

[Redacted – Commercially Sensitive Information – Schedule 6.1(h)(xiii)]

Schedule 6.1(h)(xiii)

Schedule 6.1(h)(xiv)

Form of Subscription Agreement

(see attached)

Schedule 6.1(h)(xiv)

For United States Investors Only

AKUMIN INC.

SUBSCRIPTION FOR COMMON SHARES

The Purchased Shares (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and are being offered and sold within the United States pursuant to exemptions from registration under the U.S. Securities Act and in compliance with applicable state securities laws. The Purchased Shares are “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act and may only be resold or transferred in a transaction that is in accordance with the restrictions referred to herein. The Purchased Shares have not been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority. Any representation to the contrary is a criminal offense in the United States.

TO: AKUMIN INC. (the “Corporation”)

The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase such number of common shares of the Corporation (the “Purchased Shares”) set forth below for the aggregate subscription amount set forth below (the “Aggregate Subscription Amount”), upon and subject to the “Acknowledgements, Representations, Warranties and Covenants of the Subscriber” attached hereto (together with the attached Schedule “A”, the “Subscription Agreement”) and in reliance on the representations and covenants of the Corporation set forth in that certain Share Purchase Agreement dated the date hereof by and among the Corporation, Akumin Corp., the Subscriber and those other “Sellers” and “Principals” identified therein (the “Share Purchase Agreement”), or, if the Subscriber is not a party to the Share Purchase Agreement, as set forth in the “Acknowledgements, Representations, Warranties and Covenants of the Corporation” attached hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Share Purchase Agreement.

DATED as of this                      day of                      ,2019.

Number of Purchased Shares to be purchased:
Aggregate Subscription Amount:	US$
Name (full legal name of Subscriber) and Address of Subscriber:
	By:
		(signature)
		(please print name)
		(official capacity)
(telephone number)
(email address)

1

For United States Investors Only

ACKNOWLEDGED AND ACCEPTED:

AKUMIN INC.

By:

Name:

Title:

Date:

2

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber acknowledges, represents, warrants and covenants to the Corporation (and acknowledges that

the Corporation and its counsel are relying thereon) that:

(a) it is not aware of any advertisement with respect to the distribution of the Purchased Shares by the Corporation;

(b) it is purchasing the Purchased Shares for its own account and for investment purposes and not with a view towards resale or distribution;

(c) the offer and sale of the Purchased Shares was made in the State of                              ;

(d) it has not received or been provided with a prospectus or offering memorandum in making an investment decision in respect of the Purchased Shares, and the Subscriber’s decision to subscribe for the Purchased Shares was not based upon, and the Subscriber has not relied upon, any representations as to fact made by or on behalf of the Corporation other than as contained in the Share Purchase Agreement;

(e) it is a resident in the State of                         , being the jurisdiction set out as the “Name and Address of Subscriber” on the face page hereof, and it is subscribing for the Purchased Shares on the basis that it is qualified to purchase the Purchased Shares as indicated on Schedule “A” to this Subscription Agreement and the Subscriber makes the representations, warranties and covenants set out in such Schedule “A”;

(f) it is aware that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and that the Purchased Shares may not be offered or sold, directly or indirectly, in the United States or for the account or benefit of a U.S. Person (as defined in the U.S. Securities Act) without registration under the U.S. Securities Act or compliance with the requirements of an exemption from registration;

(g) it acknowledges that the Corporation is relying on Section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside Canada in respect of its exemption from the prospectus requirements under Ontario securities laws and that the Corporation will file a Form 72-503F – Report of Distributions Outside Canada within ten days of the issuance of the Purchased Shares;

(h) it, either alone or with its advisors, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Purchased Shares and it is able to bear the economic risk of loss of its entire investment in the Purchased Shares;

(i) it understands and acknowledges that the Purchased Shares are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act (“Rule 144”), and that, if in the future it decides to offer, resell, pledge or otherwise transfer any of the Purchased Shares, such securities may be offered, sold, pledged or otherwise transferred only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (c) within the United States, in accordance with Rule 144, if available, and in compliance with any applicable state securities laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws of the United States;

(j) it acknowledges that certificates representing the Purchased Shares will bear a legend substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF AKUMIN INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE

3

For United States Investors Only

WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.”

(k) it is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein);

(1) it has had access to management of the Corporation and the opportunity to ask and have answered any and all questions which it wished with respect to the business and affairs of the Corporation, the Purchased Shares and the subscription hereby made, and, to the extent applicable, all such questions have been answered to the full satisfaction of the Subscriber;

(m) it understands that no federal or state governmental agency has passed upon or will pass upon the Purchased Shares or has made or will make any finding or determination as to the fairness of investment in the Purchased Shares;

(n) it has been furnished and has read, understands and is fully familiar with, this Subscription Agreement, which will govern the Purchased Shares, it has received no solicitation or general advertisements, and it has attended no seminar or other public promotional meeting relating to investments in the Purchased Shares; and

(o) it is (i) a person or entity that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (the “Code”) (except as otherwise provided in the Code, a “United States person” is (A) a citizen or resident of the United States, (B) a U.S. domestic (i.e., created or organized in the United States or under the laws of the United States or of any state) partnership, (C) a U.S. domestic corporation and (D) any estate or trust which is not a foreign estate or trust as defined in Code Section 7701(a)(31)) and (ii) a person or entity whose ownership of the Purchased Shares will not subject the Company to a tax, or to a requirement of withholding tax, that would not otherwise be imposed.

The Subscriber acknowledges and agrees that the representations and warranties made by the Subscriber in this Subscription Agreement, or any certificate, document or instrument delivered in connection herewith, are made by the Subscriber with the intent that they may be relied upon by the Corporation and will survive the completion of the transactions contemplated by this Subscription Agreement.

4

For United States Investors Only

SCHEDULE “A”

U.S. INVESTOR CERTIFICATE

This certificate contains certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your legal advisor before completing this certificate and the applicable Exhibits and Appendices attached hereto.

TO:             AKUMIN INC. (the “Corporation”)

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this U.S. Investor Certificate (“Certificate”) by the Subscriber, this Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the meanings ascribed thereto in the Subscription Agreement. All references to dollar amounts in this Certificate are to the lawful currency of the United States.

The Subscriber hereby certifies to the Corporation that it is an investor falling into the category checked below:

☐	a director or executive officer of the Corporation; or
☐	a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of the person’s purchase exceeds $1,000,000 (for purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability); or
☐	a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
☐	none of the above categories apply but the undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Purchased Shares. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Purchased Shares. The undersigned has considered the suitability of the Purchased Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the securities (including a total loss in the investment).

5

For United States Investors Only

Dated:	Signed:
	Print name of Subscriber

6

For United States Investors Only

Acknowledgements, Representations, Warranties and Covenants of the Corporation

The Corporation acknowledges, represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

(a) The Corporation is duly formed and validly existing under the laws of the jurisdiction of its organization. The Corporation has the power to own and operate its property and carry on its business. The Corporation is qualified, licensed or registered to carry on its business in each jurisdiction in which its assets or its business makes such qualification necessary or where it owns or leases any material assets or conducts any material business;

(b) The issuance of the Purchased Shares to the Subscriber and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation. The Purchased Shares, when issued pursuant to the terms hereof, will be validly authorized, duly issued and not subject to any Liens or restrictions on transfer, other than the restrictions on transfer resulting from there being no registration statement having been issued under the U.S. Securities Act and under the lock-up agreement to be entered into by the Subscriber;

(c) The execution and delivery of and performance by the Corporation of this Subscription Agreement:

(i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its Organizational Documents;

(ii) do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii) do not and will not result in the violation of any Law;

(d) This Subscription Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding agreement of the Corporation, enforceable against it in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Subscription Agreement by the Corporation, except in respect of the receipt of the approval of the Toronto Stock Exchange with respect to the issuance of the Purchased Shares, and where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

(f) There is no requirement to obtain any consent, approval or waiver of a party under any Lease or any Contract to which the Corporation is a party to any of the transactions contemplated by this Subscription Agreement except where the failure to obtain such consent, approval or waiver would not materially affect the Corporation’s ability to consummate the transactions contemplated by this Subscription Agreement;

(g) There are no actions, suits, proceedings, grievance, arbitration, investigation, audit, or other alternative dispute resolution process involving the Corporation pending, or, to the knowledge of the Corporation, threatened against the Corporation, which would materially adversely affect the Corporation’s performance under this Subscription Agreement or the consummation of the transactions contemplated hereby;

7

For United States Investors Only

(h) Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Subscription Agreement, the Corporation will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Corporation;

(i) The Corporation’s Financials have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years and each presents fairly: (i) the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial position of the Corporation and its Subsidiaries as at the respective dates of the relevant statements; and (ii) the sales and earnings of the Corporation and its Subsidiaries during the periods covered by the Corporation’s Financials, as the case may be. Subscriber acknowledges receipt of the Corporation’s Financials as available under the Corporation’s profile on SEDAR at www.sedar.com:

(j) The disclosure contained in the Public Record did not, at the date of the filing thereof, contain a misrepresentation and there has been no change in a material fact or material change in any of the information contained in the Public Record, except for changes in material facts or material changes that are disclosed in and subsequently form part of the Public Record;

(k) Notwithstanding anything to the contrary contained herein, (i) the Corporation shall not be deemed to make to the Subscriber any representation or warranty other than as expressly made by the Corporation in this Subscription Agreement and (ii) the Corporation does not make any representation or warranty to the Subscriber except as expressly covered by a representation and warranty contained in this Subscription Agreement, any other information or documents (financial or otherwise) made available to the Subscriber or its counsel, accountants or advisors; except, in the case of clause (i) or (ii) hereunder, to the extent such statement, representation, warranty or agreement is set forth in the Public Record. The Subscriber hereby acknowledges and agrees to such disclaimer; and

(l) Neither the Corporation nor any of its representatives has incurred any liability or obligation to any broker, agent, investment bank or other intermediary for any fee, commission or other similar payment in connection with the transactions contemplated by this Subscription Agreement.

8

Schedule 9.6(5)

Third Party Claim Procedure

(1) If the Indemnifying Party assumes the investigation and defense of a Third Party Claim:

(a) the Indemnifying Party shall pay for all reasonable costs and expenses of the investigation and defense of the Third Party Claim except that the Indemnifying Party shall not, so long as it diligently conducts such defense (or has cured the failure to diligently conduct the defense within 14 calendar days after receiving written notice from the Indemnified Person or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal), be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defense of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party exercised its right to assume the investigation and defense of the Third Party Claim;

(b) the Indemnifying Party shall reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defense of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defense of the Third Party Claim;

(c) the Indemnified Person shall not, other than with respect to Third Party Claims in respect of Taxes, contact or communicate with the Person making the Third Party Claim without the prior written consent of the Indemnifying Party, unless required by applicable Law;

(d) legal counsel chosen by the Indemnifying Party to defend the Third Party Claim must be satisfactory to the Indemnified Person, acting reasonably; and

(e) the Indemnifying Party may not compromise and settle or remedy, or cause a compromise and settlement or remedy, of a Third Party Claim without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld or delayed, if, pursuant to, or as a result of such compromise, settlement or remedy, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to the claim that gave rise to the Third Party Claim.

(2) If the Indemnifying Party (i) is not entitled to assume the investigation and defense of a Third Party Claim under Section 9.6(4) of the Agreement, (ii) does not elect to assume the investigation and defense of a Third Party Claim, or (iii) assumes the investigation and defense of a Third Party Claim but fails to diligently pursue such defense, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person has the right (but not the obligation) to undertake the defense of the Third Party Claim. In the case

Schedule 9.6(5)

where the Indemnifying Party fails to diligently pursue the defense of the Third Party Claim, or the Indemnified Person concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Person may not assume the defense of the Third Party Claim unless the Indemnified Person gives the Indemnifying Party written demand to diligently pursue the defense and the Indemnifying Party fails to do so within 14 calendar days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal.

(3) If, under Section 9.6 of the Agreement, the Indemnified Person undertakes the investigation and defense of a Third Party Claim, the Indemnified Person may compromise and settle the Third Party Claim but the Indemnifying Party shall not be bound by any compromise or settlement of the Third Party Claim effected without its consent (which consent may not be unreasonably withheld or delayed).

(4) The Indemnified Person and the Indemnifying Party agree to keep each other fully informed of the status of any Third Party Claim and any related proceedings and to use their reasonable efforts to minimize Damages with respect to any Third Party Claim. If the Indemnifying Party assumes the investigation and defense of a Third Party Claim, the Indemnified Person shall, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defense of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defense of any Third Party Claim.

Schedule 9.6(5)

Schedule 10.3

[Redacted – Commercially Sensitive Information – Schedule 10.3]

Schedule 10.3

EX-99.12

Exhibit 99.12

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Akumin Inc. (the “Company”)

151 Bloor Street West, Suite 603

Toronto, ON M5S 1S4

Item 2 Date of Material Change

April 15, 2019.

Item 3 News Release

A press release was issued through Canada NewsWire on April 15, 2019 and subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company, through a subsidiary, entered into purchase agreements to acquire 27 imaging centers operated by Advanced Diagnostics Group, The Imaging Centers of West Palm Beach and Elite Radiology of Georgia (together, the “Targets”) for an aggregate purchase price of approximately US$214 million. In connection with the acquisition of the Targets, the Company entered into a binding commitment letter with BBVA Compass and BBVA Securities Inc. (the “Lenders”) pursuant to which the Lenders would provide Akumin Corp. with credit facilities totaling US$380 million, of which US$330 million would be advanced as a term facility, part of which would be used to finance the acquisition of the Targets, and US$50 million would be a revolver to be used primarily to fund future acquisitions.

Item 5 Full Description of Material Change

For a full description of the material change, please refer to the press release of the Company dated April 15, 2019 attached hereto as Schedule A.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The name and business number of an executive officer of the Company who is knowledgeable about the material change and this report is:

Riadh Zine

President and Chief Executive Officer

Phone: 416-613-1391

Item 9 Date of Report

This report is dated April 25, 2019.

- 2 -

SCHEDULE A

PRESS RELEASE

See attached.

- 3 -

Akumin to acquire approximately US$30.3 million of EBITDA

through expansion in Florida and Georgia

April 15, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today that it has, through its wholly-owned subsidiary Akumin Corp., entered into purchase agreements to acquire 27 imaging centers operated under Advanced Diagnostics Group (“ADG”), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers are managed by ADG’s management team. Pursuant to the purchase agreements, Akumin would acquire all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the “Targets”).

The total purchase price for the Targets is approximately US$214 million of which US$25 million would be satisfied by the issuance of Akumin shares at a price of US$4.00 per share. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses. Closing of the transactions is expected to occur during the second quarter of 2019 and is subject to customary closing conditions. Collectively, the Targets produced an adjusted EBITDA of approximately US$30.3 million on a last twelve months’ basis as at December 31, 2018.

In connection with the acquisition of the Targets, Akumin also announced that it has entered into a binding commitment letter with BBVA Compass and BBVA Securities Inc. (the “Lenders”) pursuant to which the Lenders would provide Akumin Corp. with credit facilities totaling US$380 million, of which US$330 million would be advanced as a term facility and US$50 million would be a revolver to be used primarily to fund future acquisitions. The proceeds of the term loan would be used to refinance approximately US$112 million of Akumin’s existing debt and to finance US$189 million of the purchase price payable in respect of the acquisition of the Targets, with the balance to be used for other potential acquisitions in the future.

“This acquisition will diversify our business offering by adding an established personal injury business to our network. We are excited to have Kevin Johnson, ADG’s Co-founder and CEO, and his team join our family,” said Riadh Zine, Akumin’s President and Chief Executive Officer. “We are also excited to have Dr. Richard Sarner, the Co-Founder and Medical Director of The Imaging Centers of West Palm, continue his role with Akumin.”

“In addition to becoming a shareholder of Akumin, Kevin will lead our personal injury business across the company to further expand our personal injury footprint across all of our markets. We also expect to optimize some of our existing Akumin centers as personal injury focused centers operating under the Advanced Diagnostics Group banner.”

“With these transactions we also enter the Georgia market,” Mr. Zine continued, “where we can leverage our expertise in a ‘certificate of need’ market and develop a new core geography for Akumin.”

About the Targets

Advanced Diagnostic Group operates 14 outpatient diagnostic imaging centers across Florida, each as an independent diagnostic testing facility, with a particular focus on personal injury imaging. In 2018, ADG’s management team took over management of The Imaging Centers of West Palm, which operates

7 outpatient diagnostic imaging centers in South Florida. ADG’s management team has also expanded in Georgia with SFL Radiology Holdings, LLC, which has the exclusive right to manage the non-clinical and administrative affairs of Elite Radiology of Georgia, LLC, a physician-owned practice which operates four outpatient diagnostic imaging centers and expects to have two additional centers operating in the Atlanta, Georgia area prior to closing of the transactions.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 5 -

EX-99.13

Exhibit 99.13

EXECUTION VERSION

CONFIDENTIAL

Compass Bank dba BBVA Compass

8080 N. Central Expressway

Suite 400

Dallas, Texas 75206

BBVA Securities Inc.

1345 Avenue of the Americas, 44th Floor

New York, New York 10105

April 15, 2019

Akumin Inc.

151 Bloor Street West

Suite 603

Toronto, Ontario M5S 1S4

Attention:    Mohammad Saleem, Chief Financial Officer

Project Grato

Commitment Letter for $380 Million Senior Secured Credit Facilities

Mr. Saleem:

Akumin Inc. (“you” or the “Company”) has advised Compass Bank d/b/a BBVA Compass (“BBVA Compass”) and BBVA Securities Inc. (together with its affiliates, the “Lead Arranger” and together with the Initial Lender, the “Commitment Parties”, “we” or “us”) that the Company intends to consummate the Transactions (as described and defined in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”)). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Conditions Precedent to Closing Date attached hereto as Exhibit C (the “Conditions Exhibit” and collectively, this commitment letter and all exhibits, addendums and annexes attached hereto, the “Commitment Letter” and each reference to the Commitment Letter shall include a reference to all such exhibits, annexes and addenda attached hereto). You have also advised the Commitment Parties that you intend to finance the Transactions and the ongoing working capital and other general corporate purposes of the Company and its subsidiaries after consummation of the Transactions with (a) the Rollover Equity Contribution of the Equity Investors, (b) cash on hand of the Company and its subsidiaries (including the Target and its subsidiaries) and (c) the Senior Credit Facilities, all as described in the Transaction Description (and that no financing other than the Senior Credit Facilities will be required in connection with the Transactions).

1. COMMITMENTS, ENGAGEMENTS AND TITLES. In connection with the foregoing, and subject solely to the satisfaction of the conditions precedent set forth in the Conditions Exhibit:

(a) BBVA Compass, in its role as the sole initial lender (in such role, the “Initial Lender”), is pleased to advise you of its commitments to provide 100% of the aggregate principal amount of the Senior Credit Facilities.

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(b) BBVA Compass is pleased to advise you of its willingness to act as the sole administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facilities.

(c) The Lead Arranger is pleased to advise you of its willingness to act as the sole lead arranger and sole bookrunner for the Senior Credit Facilities to form a syndicate of financial institutions (including the Initial Lender, collectively, the “Lenders”) in consultation with you for the Senior Credit Facilities.

(d) You hereby (i) engage BBVA Compass as sole and exclusive Administrative Agent for the Senior Credit Facilities, (ii) engage the Lead Arranger as the sole and exclusive lead arranger and bookrunner for the Senior Credit Facilities and (iii) accept the commitment of the Initial Lender set forth in Section 1(a) above.

(e) No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded unless the Lead Arranger and you shall so agree.

2. SYNDICATION.

(a) The Lead Arranger intends to commence its syndication efforts promptly after the execution of this Commitment Letter and the Fee Letter (defined below). You agree, until the Syndication Assistance Termination Date (defined below), to actively assist (and to cause your representatives and advisors to actively assist, and to use your commercially reasonable efforts to cause the Target to actively assist) the Lead Arranger in achieving a Successful Syndication (as defined in the Fee Letter). Such assistance will require, among other things, that you (i) provide, and cause your representatives and your advisors to provide (and use your commercially reasonable efforts to cause the Target and its representatives and advisors to provide), to us all information that we deem to be reasonably necessary to successfully complete the syndication, including all projections and other information and materials prepared by you or on your behalf (including the Quality of Earning report received by you with respect to the Target and using commercially reasonable efforts to provide other information and materials prepared by or on behalf of the Target) relating to the Transactions, (ii) assist, and cause your representatives and advisors to assist (and using your commercially reasonable efforts to cause the Target and its representatives and advisors to assist), in the preparation of confidential information memoranda (the “Information Memoranda”), which may include a version for distribution to Public Lenders (defined below), in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arranger and other marketing materials to be used in connection with the syndication (collectively with the Term Sheet and any additional summary of terms prepared for distribution to Public Lenders, the “Information Materials”) and (iii) host with us (by making your officers and advisors, and using your commercially reasonable efforts to make appropriate members of management of the Target, available) one or more meetings with prospective Lenders (one or more of which may be held by conference call with prospective Lenders). In addition, you shall use reasonable commercial efforts to assure that our syndication efforts benefit from your lending relationships and lending relationships of the Target and its affiliates. You further agree to make members of your senior management, as well as to use commercially reasonably efforts to cause members of senior management of the Target and your and their consultants and advisors to be, available during regular business hours to answer questions regarding the Transactions and to meet with Lenders in connection with one general syndication meeting with Lenders. Notwithstanding anything to the contrary contained in this Commitment Letter or Fee Letter, but subject to (and without limiting) the conditions expressly set forth in the Conditions Exhibit related to the “Marketing Period,” neither your obligations to assist in efforts with respect to syndicating the Senior Credit Facilities as provided herein, nor the completion of such syndication, shall constitute a condition to the commitments hereunder or the funding of the Senior Credit Facilities on the Closing Date.

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(b) As the Lead Arranger, it is agreed that we will manage all aspects of the syndication including, without limitation, all decisions relating to the selection and timing of which institutions to approach, when and if commitments will be accepted from a particular institution, the allocation of commitments among the relevant Lenders and the amount and distribution of fees among the relevant Lenders. No other Lender or other person or entity shall be given any title or any fee with respect to the Senior Credit Facilities other than as provided herein or in the Fee Letter without our prior written consent. In acting as the lead arranger, the Lead Arranger will have no responsibility other than to arrange the syndication. To assist us in our syndication efforts, you agree promptly to prepare and provide to us (and to use commercially reasonable efforts to cause the Target to prepare and provide to us) all information with respect to the Company, the Target, their respective subsidiaries and the Transactions, including all financial information and Projections (defined below), as we may reasonably request in connection with the arrangement and syndication of the Senior Credit Facilities.

(c) Notwithstanding the right of the Lead Arranger to syndicate the Senior Credit Facilities and receive commitments with respect thereto (i) the Commitment Parties shall not be relieved, released or novated from their respective obligations hereunder, including their obligations to fund their commitment to the Senior Credit Facilities on the Closing Date, in connection with any syndication, assignment or participation of the Senior Credit Facilities, including the Initial Lender’s commitments in respect thereof as set forth in Section 1(a) above, until after the initial funding of the Senior Credit Facilities on the Closing Date and (ii) the Commitment Parties shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the initial funding of the Senior Credit Facilities on the Closing Date has occurred, in each case unless you otherwise agree in writing.

(d) You agree that from the date of this Commitment Letter until the Syndication Assistance Termination Date, neither you nor your affiliates will undertake any competing offering, placement, arrangement or syndication of any senior bank financing or debt securities, in each case without the prior written consent of the Lead Arranger, if any such financing, either individually or in the aggregate, could reasonably be expected to impair in any material manner the primary syndication of (including by replacement of all or any portion of) the Senior Credit Facilities.

(e) The provisions of this Section 2 shall remain in full force and effect until the earliest of (i) 90 days following the Closing Date, (ii) the completion of a Successful Syndication and (iii) the termination of this Commitment Letter pursuant to Section 12 hereof other than as a result of the occurrence of the Closing Date (the earliest of such dates the “Syndication Assistance Termination Date”).

3. CONDITIONS.

(a) The commitments and undertakings of the Commitment Parties hereunder are subject solely to the satisfaction of the conditions precedent set forth in the Conditions Exhibit.

(b) Notwithstanding anything in this Commitment Letter, the Fee Letter, the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to you, the Target and your respective subsidiaries and businesses the accuracy of which shall be a condition to availability of the Senior Credit

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Facilities on the Closing Date shall be (A) the representations made by the Target and/or the Sellers, or any of their respective subsidiaries or affiliates, with respect to the Target and its subsidiaries and affiliates in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates have the right to terminate your and/or their obligations under the Purchase Agreement, or to decline to consummate the Acquisition pursuant to the Purchase Agreement, as a result of a breach of such representation in the Purchase Agreement, determined without regard to whether any notice is required to be delivered by you, the Target or any of your or their affiliates party to the Purchase Agreement (to such extent, the “Specified Purchase Agreement Representations”), and (B) the Specified Representations (as defined below) and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair availability of the Senior Credit Facilities on the Closing Date if the conditions set forth in the Conditions Exhibit are satisfied or waived (it being understood that, to the extent any Collateral is not provided, or the lien on any such Collateral is not perfected, on the Closing Date under the Senior Credit Facilities after your and your subsidiaries’ and affiliates’ respective use of commercially reasonable efforts to do so, the provision of such Collateral or perfection of such lien shall not constitute a condition precedent to the availability of the Senior Credit Facilities on the Closing Date but shall be required to be provided (or perfected) after the Closing Date within a customary time period for such collateral to be mutually agreed by the Company and the Administrative Agent, but in any event not more than 60 days after the Closing Date (unless otherwise mutually agreed by the Company and the Administrative Agent)); provided that, notwithstanding the foregoing, each of the following shall be required on the Closing Date: (1) the execution and delivery of a guaranty agreement by each Guarantor (in each case governed by the laws of a state of the U.S.) (2) the execution and delivery of an appropriate security agreement or other granting document by each Grantor, (3) the delivery of UCC (and PPSA, if applicable) financing statements with respect to each Grantor (or an authorization permitting the Administrative Agent to file such financing statements with respect to each such Grantor), (4) the delivery of short-form security agreements with respect to each Grantor that owns registered U.S. intellectual property for filing with the United States Patent and Trademark Office or the United States Copyright Office (or an authorization permitting the Administrative Agent to file such short-form security agreements with respect to each such Grantor) and (5) the pledge and perfection by possession (including the provision of an applicable stock power or similar instrument of transfer under applicable U.S. law) of the security interest in the certificated equity interests of each direct and indirect subsidiary of any Grantor that are required to be pledged as Collateral. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Financing Documentation relating to (A) legal existence of each of the Loan Parties and good standing of each of the Loan Parties in their respective jurisdictions of organization, (B) power and authority, due authorization, execution and delivery and enforceability, in each case, relating to the Loan Parties’ entering into and performance of the Financing Documentation, (C) no conflicts with or consents under the Loan Parties’ organizational documents or applicable law, (D) no breach or violation of material agreements, (E) solvency of the Company and its subsidiaries on a consolidated basis on the Closing Date (giving effect to the Transactions), (F) use of proceeds, (G) not engaging in the business of purchasing/carrying margin stock, (H) status of the Loan Parties under the Investment Company Act, (I) the PATRIOT Act, OFAC, FCPA and anti-corruption laws (including the Beneficial Ownership Regulation), and (J) creation, validity and perfection of security interests in the Collateral (except to the extent any such Collateral is not required to be provided or perfected on the Closing Date pursuant to the provisions of the preceding sentence). This paragraph, and the provisions contained herein, shall be referred to as the “Limited Conditionality Provision.”

4. INFORMATION.

(a) You represent and warrant that (i) all information (other than the Projections and other than information of a general economic, forward-looking or industry-specific nature) (the “Information”), taken as a whole, which is made available to us or any other Lender by you or any of

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your representatives or affiliates (or on your or their behalf), or prepared by you or any of your representatives or affiliates (or on your or their behalf), in connection with the Senior Credit Facilities, other than Information relating to the Target or the Acquisition, when taken as a whole is and will be complete and correct in all material respects when furnished, and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, (ii) all Information which is made available to us or any other Lender by you or any of your representatives or affiliates (or on your or their behalf), or prepared by you or any of your representatives or affiliates (or on your or their behalf), in connection with the Target or the Acquisition, when taken as a whole, to the best of your knowledge, is and will be complete and correct in all material respects when furnished, and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and (iii) all projections and other forward-looking information concerning the Company and its subsidiaries (including the Target) (the “Projections”) that have been or are hereafter prepared by either you or any of your representatives or affiliates (or on your or their behalf), and which are hereafter made available to us or any other Lender by you or any of your representatives or affiliates (or on your or their behalf), including the Target or any of its representatives of affiliates, have been or will be prepared in good faith based upon assumptions believed to be reasonable at the time made and at the time the related Projections are so furnished to the Lead Arranger or any Lender, it being understood and agreed that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, no assurance can be given that any particular Projections will be realized and actual results during the period or periods covered by such Projections may differ significantly from the projected results and such differences may be material. You agree that if at any time from the date hereof until the later of the Closing Date and the Syndication Assistance Termination Date any of the representations and warranties in the preceding sentence would be, to the best of your knowledge with respect to the Target prior to the Closing Date, incorrect in any material respect, when taken as a whole, if the Information and Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or prior to the Closing Date with respect to the Target, will use commercially reasonable efforts to) promptly (but in no event later than the Closing Date or the Syndication Assistance Termination Date, as applicable) supplement the Information and the Projections so that, to the best of your knowledge, such representations will be correct in all material respects, when taken as a whole, under those circumstances. The provisions of the immediately preceding sentence shall remain in full force and effect until the later of the Closing Date and the occurrence of the Syndication Assistance Termination Date. In issuing their commitments hereunder and in arranging and syndicating the Senior Credit Facilities, you acknowledge that each of the Commitment Parties is and will be using and relying on the Information and Projections without independent verification thereof.

(b) You acknowledge that (a) the Commitment Parties on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Company, the Target, their respective affiliates and subsidiaries or any other

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entity, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If requested, you will assist us in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

(c) Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter authorizing the dissemination of the Information Materials and (b) to prospective Public Lenders, you shall provide us with a customary letter authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom. In addition, at our request, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”.

(d) You agree that the Lead Arranger and/or BBVA Compass on your behalf may distribute the following documents to all prospective Lenders, unless you advise the Lead Arranger and BBVA Compass in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders: (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to Senior Credit Facilities’ terms and (c) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of the Financing Documentation. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arranger and BBVA Compass will not distribute such materials to Public Lenders without further discussions with you. You agree (whether or not any Information Materials are marked “PUBLIC”) that Information Materials made available to prospective Public Lenders in accordance with this Commitment Letter shall not contain MNPI.

5. EXPENSES.

(a) For the services to be provided by the Lead Arranger hereunder or under the Term Sheet, and for the commitments of the Lenders (including the Initial Lender) to the Senior Credit Facilities, you will pay (or cause the Borrower to pay) the fees set forth in the fee letter between you, the Lead Arranger and BBVA Compass of even date herewith (the “Fee Letter”).

(b) In consideration of our undertakings described herein, you hereby agree to reimburse (or to cause the Borrower to reimburse) the Commitment Parties from time to time (or on the Closing Date, to the extent invoiced at least one business day (or such shorter time as you may agree) prior to the Closing Date) on demand for all of our reasonable and documented out-of-pocket fees, costs and expenses (including without limitation the reasonable fees, disbursements and other charges of McGuireWoods LLP, as primary counsel to the Commitment Parties, of one local Canadian counsel to the Commitment Parties, and of reasonably necessary local and/or regulatory counsel to the Lenders retained by the Commitment Parties (limited to one regulatory counsel in any reasonably necessary specialty and to one local counsel in each reasonably necessary jurisdiction)) arising in connection with the Senior Credit Facilities, this Commitment Letter, the Term Sheet and the Fee Letter, our ongoing due diligence investigations, the syndication of the Senior Credit Facilities and the documentation thereof, and all other advice or services provided to you (or for your benefit) in connection with the Senior Credit Facilities, whether or not the Financing Documentation is ultimately executed and delivered.

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6. OTHER SERVICES.

(a) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Senior Credit Facilities and any related arranging or other services described in this Commitment Letter are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Lead Arranger and each Lender (which for the purposes of this paragraph includes the Lead Arranger’s and each Lender’s respective affiliates), on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (ii) in connection therewith and with the process leading to such transaction the Lead Arranger and each Lender is and has been acting solely as principal and is not the financial advisor or fiduciary for you or any of your subsidiaries or affiliates, management, stockholders, creditors or employees or any other party; (iii) no Lender or the Lead Arranger has assumed, nor will any Lender or the Lead Arranger assume, an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries or affiliates with respect to any of the Transactions or the process leading thereto (irrespective of whether the Lead Arranger or any Lender has advised or is currently advising the Company or any of its subsidiaries or affiliates on other matters, including without limitation the role of BBVA Compass or the Lead Arranger under the Existing Credit Agreement) and no Lender nor the Lead Arranger has any obligation to the Company or any of its subsidiaries or affiliates with respect to the Transactions except those obligations expressly set forth in this Commitment Letter and the Financing Documentation; (iv) the Lead Arranger and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its subsidiaries and affiliates and no Lender or Lead Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) no Lender or Lead Arranger has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and the Company and each of its subsidiaries and affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you or any of your subsidiaries or affiliates may have against the Lead Arranger or any Lender with respect to any breach or alleged breach of fiduciary duty.

(b) Your, the Borrower’s and your and its affiliates’ rights and obligations under any other agreement with any Commitment Party or any of their respective affiliates (including the Existing Credit Agreement) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by any Commitment Party’s performance or lack of performance of services hereunder. You further acknowledge (on behalf of yourself and the Borrower) that each Commitment Party and its respective affiliates may currently or in the future participate in other debt or equity transactions on behalf of, or render financial advisory services to, you, the Borrower or other companies that may be involved in a competing transaction. You hereby agree (on behalf of yourself and the Borrower) that each Commitment Party and their respective affiliates may render their services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and you hereby waive (on behalf of yourself and the Borrower) any conflict of interest claims relating to the relationship between any Commitment Party (or its affiliates) and you, the Borrower and your and its affiliates in connection with the engagement contemplated hereby, on the one hand, and the exercise by any Commitment Party or any of its affiliates of any of their rights and duties under any credit or other agreement (including the Existing Credit Agreement), on the other hand. The terms of this paragraph shall survive the expiration or termination of this Commitment Letter for any reason whatsoever.

7. INDEMNIFICATION. You agree, on behalf of yourself and the Borrower, to indemnify and hold harmless the Lead Arranger, the Lenders and each of their respective affiliates, and their respective partners, directors, officers, agents, employees, agents, trustees, administrators, managers, advisors and representatives (each an “Indemnified Party”) from and against, and shall reimburse each Indemnified Party as the same are incurred for, any and all losses, claims, causes of action, damages, liabilities or other expenses, including, without limitation, reasonable attorneys’ fees and disbursements

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(collectively, the “Indemnified Liabilities”) incurred by or asserted or awarded against any of the Indemnified Parties, in each case arising out of or relating to or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the transactions contemplated by this Commitment Letter, the Fee Letter, the Senior Credit Facilities or any use made or proposed to be made with the proceeds thereof (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), whether initiated by you, the Borrower, any of your respective subsidiaries or affiliates or otherwise, regardless of whether any such Indemnified Party is a party to any such investigation, litigation or proceeding, whether any documentation for the Senior Credit Facilities is ultimately executed and delivered or whether the transactions contemplated hereby or thereby are consummated (in all cases, whether caused or arising, in whole or in part, out of the comparative, contributory, or sole negligence of an Indemnified Party); provided that (a) the provisions for attorneys’ fees shall be limited to (i) one primary counsel for all Indemnified Persons taken as a whole, (ii) a single local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions, and shall in any case include any relevant province of Canada), (iii) if necessary, one special counsel for each relevant specialty for all such Indemnified Parties taken as a whole and (iv) solely in the case of an actual or perceived conflict of interest between Indemnified Parties where the Indemnified Party affected by such conflict informs you of such conflict, one additional counsel in each relevant jurisdiction to each group of affected Indemnified Parties similarly situated, taken as a whole and (b) the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, causes of action, damages, liabilities or related expenses to the extent they are (i) found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the willful misconduct, bad faith or gross negligence of such Indemnified Person or (y) a material breach of the obligations of such Indemnified Person under this Commitment Letter, the Fee Letter or the Senior Credit Facilities or (ii) actions or claims solely between Indemnified Parties (other than any agent, arranger or issuer of letters of credit acting in such capacity) and involving no acts or omissions of you, the Borrower or any of your respective subsidiaries or affiliates. If and to the extent that the foregoing undertaking may be unenforceable for any reason, you agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. You also agree, on behalf of yourself and the Borrower, that no Indemnified Party shall be responsible, or have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct. Notwithstanding any other provision of this Engagement Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems.

8. CONFIDENTIALITY.

(a) You acknowledge that the Lenders, BBVA Compass and the Lead Arranger may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you, the Borrower or any of your respective subsidiaries or affiliates may have conflicting interests regarding the transactions described herein or otherwise. No Commitment Party will use confidential information obtained from you, by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you, in connection with the performance by the Lead Arranger of services for other companies, and the Lead Arranger will not furnish any such information to other companies. You also acknowledge that the Lead Arranger has no obligation to use (in connection with the transactions contemplated by this Commitment Letter or otherwise), or to furnish to you, confidential information obtained by the Lead Arranger from other companies.

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(b) Each of this Commitment Letter, the Fee Letter, and the contents hereof and thereof are confidential (with distribution or disclosure of the Fee Letter being limited to the parties thereto, except as expressly provided below) and shall not be disclosed by you in whole or in part to any person or entity without our prior written consent except (a) to your directors, officers, attorneys, agents accountants and other advisors (collectively, “Representatives”) in connection with the Transactions, provided that each such person is advised of its obligation to retain such information as confidential, (b) this Commitment Letter and the Fee Letter may be disclosed to the Sellers and their advisors in connection with their consideration of the Acquisition and the Transactions provided that (i) any information relating to pricing, fees, expenses or “market flex” has been redacted in a manner reasonably acceptable to the Lead Arranger, and (ii) each such person is advised of its obligation to retain such information as confidential, (c) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent determined by you in good faith to be permitted by law, to inform us promptly in advance thereof), (d) this Commitment Letter and the existence and contents of this Commitment Letter (but not the Fee Letter or the contents thereof) may be disclosed in any syndication or other marketing materials in connection with the Senior Credit Facilities (it being acknowledged that the aggregate amount of the fees or other payments in the Fee Letter may be included in projections and pro forma information and a generic disclosure of aggregate sources and uses contained in such syndication and other marketing materials), (e) this Commitment Letter and the existence and contents of this Commitment Letter (but not the Fee Letter or the contents thereof) may be disclosed to any prospective Lenders or prospective participants and (f) you may disclose the aggregate amount of the fees in the Fee Letter as part of projections, pro forma information, or generic disclosure of sources and uses (but only to the extent aggregated with all other fees related to the Transactions and not presented as an individual line item); provided that with respect to clauses (d) through (f), such disclosure shall be permitted only after your acceptance of this Commitment Letter and the Fee Letter in accordance with Section 12 hereof.

(c) The Commitment Parties will maintain, in accordance with their respective customary practices and applicable securities laws, the confidentiality of all non-public information obtained from you, the Borrower, your and their respective advisors or any of your or their respective subsidiaries or affiliates in connection with the Transactions; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the applicable Commitment Party agrees to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (ii) upon the request or demand of any regulatory authority having jurisdiction over any Commitment Party, or any of their respective affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by the applicable Commitment Party, (iv) to any Commitment Party’s affiliates, and their and such affiliates’ respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is or was received by a Commitment Party from a third party that is not (to such Commitment Party’s knowledge) subject to confidentiality obligations to you, (vii) to the extent that such information is independently developed by any Commitment Party, (viii) to potential Lenders, participants assignees or potential counterparties to any swap or derivative transaction relating to you, the Borrower, any of your or its respective subsidiaries or affiliates or any of their respective obligations, in each case, who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to

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you and the Commitment Parties, including as may be agreed in any confidential information memorandum or other marketing material) or (ix) to industry trade organizations where such information with respect to the Senior Credit Facilities is customarily included in league table measurements. This paragraph shall terminate on the first anniversary of the date hereof.

9. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL; ETC. This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided that (a) the interpretation of the definition of Closing Date Material Adverse Effect and the determination of whether there shall have occurred a Closing Date Material Adverse Effect, (b) whether the Acquisition has been consummated as contemplated in the Purchase Agreement and (c) whether the representations and warranties made by the Target and/or the Sellers, or any of their respective subsidiaries or affiliates, with respect to the Target and its subsidiaries and affiliates in the Purchase Agreement are accurate and whether as a result of any inaccuracy thereof the Company (or any of its applicable subsidiaries or affiliates) has the right to terminate its obligations the Purchase Agreement, or to decline to consummate the Acquisition shall, in each case in (a) through (c) above, be governed by and construed in accordance with the governing law of the Purchase Agreement. Each of you (on behalf of yourself and the Borrower) and each Commitment Party hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the actions of any Commitment Party in the negotiation, performance or enforcement hereof. Each of the Commitment Parties and you (on behalf of yourself and the Borrower) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter and the Transactions and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Nothing in this Commitment Letter or the Fee Letter shall affect any right that any Commitment Party or any affiliate thereof may otherwise have to bring any claim, action or proceeding relating to this Commitment Letter, the Fee Letter and/or the Transactions in any court of competent jurisdiction to the extent necessary or required as a matter of law to assert such claim, action or proceeding against any assets of you, the Borrower or any of your or its subsidiaries or affiliates or enforce any judgment arising out of any such claim, action or proceeding. Each Commitment Party and you (on behalf of yourself and the Borrower) agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you or the Borrower for any suit, action or proceeding relating to any such dispute. Each Commitment Party and you (on behalf of yourself and the Borrower) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

10. SURVIVAL.

(a) The provisions of Sections 5, 6, 7, 8, 9, 10 and 11 of this Commitment Letter shall remain in full force and effect regardless of whether any of the Financing Documentation shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of any Commitment Party hereunder; provided that upon execution of the Financing Documentation for any of the Senior Credit Facilities, your reimbursement and indemnification obligations hereunder, and your and our confidentiality obligations hereunder (other than your confidentiality obligations related to the disclosure of this Commitment Letter and the Fee Letter), shall in each case, to the extent covered thereby, be superseded and deemed replaced by the corresponding provisions contained in the applicable Financing Documentation.

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(b) In the event the Closing Date occurs prior to the occurrence of the Syndication Assistance Termination Date, your obligations to assist in the syndication of the Senior Credit Facilities set forth in Section 2 and the representations and warranties and other provisions of Section 4 with respect to the syndication of the Senior Credit Facilities shall remain in full force and effect until the Syndication Assistance Termination Date.

11. MISCELLANEOUS.

(a) Each Commitment Party hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), the Commitment Parties are required to obtain, verify and record information that identifies you, the Borrower and the other Loan Parties, which information includes your and their name and address and other information that will allow the Commitment Parties to identify you, the Borrower and each other Loan Party in accordance with the Act.

(b) This Commitment Letter and the Fee Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier, facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart thereof.

(c) This Commitment Letter and the Fee Letter embody the entire agreement and understanding among the Commitment Parties, you, the Borrower and your and their respective affiliates (including the Target and any of its affiliates) with respect to the Senior Credit Facilities and supersede all prior agreements and understandings relating to the specific matters hereof. However, please note that those matters that are not covered or made clear herein, in the Term Sheet, in the other exhibits to this Commitment Letter and/or in the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties. Neither the Commitment Letter nor the Fee Letter may be amended, or any provision hereof waived or modified, except in an instrument in writing signed by you and by each Commitment Party that is party to the affected document.

(d) THIS WRITTEN AGREEMENT (WHICH INCLUDES THE EXHIBITS ATTACHED HERETO) AND THE FEE LETTER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

12. EFFECTIVENESS/TERMINATION. This Commitment Letter and all commitments and undertakings of the Commitment Parties hereunder will expire at 5:00 p.m. (New York City time) on April 15, 2019 unless you execute this Commitment Letter and the Fee Letter and return them to the Commitment Parties party thereto prior to that time (which may be by facsimile transmission or .pdf), whereupon this Commitment Letter and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding and enforceable agreements. Thereafter, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (i) the Outside Date (for this purpose, as defined in the Purchase Agreements as in effect on the date hereof) unless the Closing

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Date occurs on or prior thereto, (ii) the closing of the Acquisition without the use of the Senior Credit Facilities, (iii) the date you or any of your affiliates announce, or inform in writing any Commitment Party, that the Acquisition is not proceeding and (iv) the date the Purchase Agreement terminates by its terms without the consummation of the Acquisition (such earliest date, the “Outside Date”).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
COMPASS BANK
By:	(signed) “Kyle Sederstrom”

Name:	Kyle Sederstrom
Title:	Vice President

BBVA SECURITIES INC.
By:	(signed) “Lisa Huang”

Name:	Lisa Huang
Title:	Executive Director

ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
AKUMIN INC.
By:	(signed) “Riadh Zine”

Name:	Riadh Zine
Title:	President and Chief Executive Officer

Commitment Letter (2019)

Akumin Inc.

Signature Page

CONFIDENTIAL

EXHIBIT A

(to Commitment Letter dated as of April 15, 2019)

PROJECT GRATO

TRANSACTION DESCRIPTION

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

The Company intends to acquire (the “Acquisition”), through the Borrower, 100% of the issued and outstanding equity interests of three entities previously identified to the Lead Arranger (the “Target”), from the existing equity holders of the Target (the “Sellers”) pursuant to a purchase by a subsidiary of the Company of 100% of the issued and outstanding equity interests of the Target from the Sellers, so that after giving effect to the Acquisition the Target entities and their subsidiaries are a part of, or wholly-owned direct or indirect subsidiaries of, the Borrower.

In connection with the foregoing, it is intended that:

1. Substantially simultaneously with the Acquisition, the Company will cause the Borrower to obtain (i) a $330 million aggregate principal amount senior secured term loan facility described in Exhibit B to the Commitment Letter (the “Term Loan Facility”) and (ii) an up to $50 million aggregate principal amount revolving credit facility described in Exhibit B to the Commitment Letter (the “Revolving Facility” and collectively with the Term Loan Facility, the “Senior Credit Facilities”).

2. On the Closing Date (a) the Sellers will contribute to the Company or the Borrower, in the form of rollover equity, an amount not less than $25 million (subject to rounding for whole shares) (the “Rollover Equity Contribution”), which Rollover Equity Contribution shall be in the form of common equity of the Target (exchanged for common equity of the Company), and (b) the Borrower will use the proceeds of the Term Loan Facility, the proceeds of the Rollover Equity Contribution and a portion of the Revolving Facility (subject to the limitations set forth in Exhibit C to the Commitment Letter) to (i) repay in full (or amend or amend and restate, as determined by the Lead Arranger and the Company) all existing indebtedness of (A) the Company and its subsidiaries under the Existing Credit Agreement, and all commitments to extend credit under the Existing Credit Agreement will be terminated (or amended or amended and restated) and any security interests and guarantees in connection therewith shall be terminated and/or released (or continued in favor of the Senior Credit Facilities in connection with an amendment or amendment and restatement of the Existing Credit Agreement) and all letters of credit terminated (other than those grandfathered into, continued under, backstopped by or cash collateralized under the Senior Credit Facilities) and (B) the Target and its subsidiaries (collectively, the “Refinancing”), (ii) to pay the consideration for the Acquisition to the Sellers in accordance with the Purchase Agreement and (iii) to pay the fees and expenses incurred in connection with the Transactions.

The transactions described above are collectively referred to as the “Transactions”.

Exhibit A-1

EXHIBIT B

(to Commitment Letter dated as of April 15, 2019)

PROJECT GRATO

SUMMARY OF TERMS AND CONDITIONS

$380 MILION SENIOR SECURED CREDIT FACILITIES

Borrower:	Akumin Corp., a Delaware corporation (“Borrower”).
Guarantors:	The obligations of (a) the Borrower under the Senior Credit Facilities (as defined below) and (b) any Loan Party (as defined below) under any hedging agreements and under any treasury management arrangement entered into between such Loan Party and any counterparty that is a Lead Arranger, the Administrative Agent or a Lender (or any affiliate thereof) (collectively, the “Secured Obligations”) will be will be unconditionally guaranteed, on a joint and several basis, by Akumin Inc., an Ontario Corporation (the “Company”) and all existing and future direct and indirect subsidiaries and professional services affiliates of the Company (the “Guarantors” and together with the Borrower, the “Loan Parties”); provided that (a) the Guarantors (and the exclusions therefrom for non-wholly-owned subsidiaries) shall be consistent on the Closing Date (as defined below) with the Existing Credit Agreement, as described further on Addendum III attached hereto, (b) no subsidiary acquired or created after the closing date a portion of the equity of which is owned by a third-party unaffiliated with the Company shall be required to be or become a Guarantor if such guarantee would violate applicable law, the constituent or operating documents of such subsidiary, or any agreement with other equityholders of such subsidiary (in each case, so long as such limitation is not entered into in contemplation of this exclusion), (c) the Loan Parties shall at all times represent at least 95% of the consolidated assets and EBITDA of the Company and its subsidiaries domiciled in Canada or the United States (or any political subdivision thereof), and (d) no subsidiary organized outside Canada or the United States shall be required to be or become a Guarantor if such guarantee would result in material adverse tax consequences to the Company and its subsidiaries.
Administrative Agent:	Compass Bank dba BBVA Compass (“BBVA Compass”), an Alabama banking corporation (the “Administrative Agent”).
Sole Lead Arranger & Sole Bookrunner:	BBVA Securities Inc.
Lenders:	BBVA Compass and a syndicate of financial institutions acceptable to the Administrative Agent.
Senior Credit Facilities:	Senior secured credit facilities (the “Senior Credit Facilities”) in an aggregate principal amount of $380 million, such Senior Credit Facilities to consist of:
	(i) Revolving Facility. A revolving credit facility in an aggregate principal amount of $50 million (the “Revolving Facility” and the loans thereunder, the

Exhibit B-1

	“Revolving Loans”) which will include subfacilities for (i) the issuance of standby letters of credit (each, a “Letter of Credit”) and (ii) swingline loans (each, a “Swingline Loan”), each in a maximum amount to be mutually determined between the Administrative Agent and the Borrower and on customary terms and conditions). Letters of Credit will be issued by BBVA Compass (in such capacity, the “Fronting Bank”) and Swingline Loans may be made available by BBVA Compass, and each of the Lenders under the Revolving Facility will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan. Availability of Revolving Loans under the Revolving Facility on the Closing Date shall be limited as set forth on Exhibit C to the Commitment Letter.
	(ii)  Term Loan Facility. A term loan B facility (the “Term Loan Facility”, and the loans thereunder, the “Term Loans”) in an aggregate principal amount of $330 million.
Swingline Option:	Swingline Loans may be made available solely in U.S. dollars on a same day basis in an aggregate amount to be mutually determined between the Administrative Agent and the Borrower and in minimum amounts of $100,000. The Borrower must repay each Swingline Loan in full no later than ten (10) business days after such loan is made.
Existing Credit Agreement:	Credit Agreement, dated as of August 15, 2018, among Akumin Holdings Corp., Akumin Corp. as borrower, BBVA Compass as administrative agent and lenders and other parties party thereto (as amended prior to the date of the Commitment Letter, the “Existing Credit Agreement”).
Purpose:	The Senior Credit Facilities will be used to (a) consummate the Refinancing, (b) finance in part the Transactions, (c) pay fees and expenses incurred in connection with the Transactions and (d) finance ongoing working capital requirements and general corporate purposes (including permitted acquisitions and the making of restricted payments).
Interest Rate and Fees:	As specified on Addendum I attached hereto.
Closing Date:	The date on which the Senior Credit Facilities are closed (the “Closing Date”).
Availability:	The Revolving Facility will be available on a revolving basis after the Closing Date until the Revolving Maturity Date (as defined below); provided that no loans may be borrowed under the Revolving Facility on the Closing Date.
	The Term Loan Facility will be available in two draws, the first to be made on the Closing Date and a second (in an aggregate amount to be agreed, currently estimated to be $16.000,000) to be made not later than 60 days after the Closing Date in connection with one or more acquisitions to be agreed (subject to customary conditions for advances to fund acquisitions to be agreed).

Exhibit B-2

Collateral:	As security for the Secured Obligations, each Loan Party (each a “Grantor”) shall grant the Administrative Agent and the Lenders valid and perfected first priority (subject to certain customary exceptions satisfactory to the Administrative Agent and set forth in the Financing Documentation) security interests in and liens on all of the following (collectively, the “Collateral”):
	(a)   all of the equity interests of each present and future direct subsidiary of any Loan Party (subject to clause (b) of the definition of Excluded Assets below);
	(b)   all of the tangible and intangible personal property and assets of the Loan Parties (including, without limitation, all equipment, inventory and other goods, accounts, licenses, contracts, franchises, intercompany loans, intellectual property and other general intangibles, deposit accounts, securities accounts and other investment property and cash); and
	(c)   all products, profits and proceeds of the foregoing,
	in each case, together with all proceeds, products, substitutions, accessions, rents and profits of or in respect of any of the foregoing; provided that (x) the Collateral will not include any of the foregoing to the extent constituting Excluded Assets and (y) the provision of Collateral on or prior to the Closing Date is subject to the Limited Conditionality Provision.
	For purposes hereof:
	“Excluded Accounts” means (a) any deposit account that is a zero balance account, (b) any deposit account so long as the average daily balance in such deposit account, together with the average daily balance of all such other deposit accounts excluded pursuant to clause (b) of this definition at any time, does not exceed $500,000, (c) any deposit account or securities account that is solely used for the holding of (i) funds used for payroll and payroll taxes and other employee benefit payments to or for the benefit of a Loan Party’s employees, (ii) taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof)), and (iii) funds which any Loan Party holds in trust or as an escrow or fiduciary for another Person that is not a Loan Party and (e) other accounts to be agreed, and in any event to include (i) accounts with respect to which the Borrower is not able to secure a control agreement after utilization of commercially reasonable efforts, (ii) accounts separately agreed to from time to time by the Administrative Agent and (iii) a 90-day time period for the provision of account control agreements over accounts of any entity acquired in any acquisition.
	“Excluded Assets” means (a) any equity interests in a public company to the extent the grant thereof, after giving effect to applicable safe-harbors and other exceptions, would violate applicable U.S. margin regulations, (b) solely to the extent that a pledge could reasonably be expected to result in an adverse tax consequence to the holder of any applicable equity interests, equity interests in any “controlled foreign corporation” (as defined in the Internal Revenue Code) in excess of 65% of the voting equity interests therein, (c) motor vehicles and other assets subject to certificates of title or ownership to the extent a security interest therein cannot be perfected by a filing of a Uniform Commercial Code (“UCC”) financing statement, (d) any United States intent to use trademark application prior

Exhibit B-3

	to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (e) any right under any contract or agreement constituting a general intangible, but only to the extent and for so long as the granting of a security interest therein or an assignment thereof would violate any applicable law (but only to the extent any such prohibition on the granting of security interests is not rendered ineffective by, or is not otherwise unenforceable under, the UCC or other applicable law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other similar applicable law notwithstanding such prohibition, (f) any contract, instrument, document, lease, license or other agreement to which a Loan Party or any of its property is subject, to the extent and for so long as the grant of a lien thereon constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than such Loan Party) to, such contract, instrument, document, lease, license or other agreement (but only to the extent any such prohibition on the granting of liens is not rendered ineffective by, or is otherwise unenforceable under, the UCC or other applicable law), (g) Excluded Accounts, (h) any fee-owned real property, (i) any leasehold interests in real property, provided that with respect to any such leasehold interest as is material (with materiality to be determined) and relates to real property that is owned by a person that is not a Loan Party, the Financing Documentation shall include requirements to use commercially reasonable efforts to deliver landlord lien waivers, estoppels and/or collateral access letters at the request of the Administrative Agent, (j) equity interests in (A) any person other than subsidiaries directly held by a Loan Party or (B) any direct subsidiary of a Loan Party a portion of whose equity is owned by a third-party that is not affiliated with the Company and where such pledge is prohibited by the constituent documents of such subsidiary or by contractual agreement with the third-party equity owner and (k) any assets as to which the Administrative Agent shall have determined in its reasonable discretion that the costs of obtaining a security interest in the same are excessive in relation to the benefit to the secured parties of the security intended to be afforded thereby.
Incremental Facility:	The Financing Documentation will permit the Borrower to obtain one or more incremental term loan facilities in U.S. dollars (or to obtain additional term loans in U.S. dollars under the Term Loan Facility) (each, an “Incremental Term Loan Facility” and the loans thereunder, the “Incremental Term Loans”) and/or increase the commitments under the Revolving Facility (the “Additional Revolving Commitments” and, together with the Incremental Term Loan Facilities, the “Incremental Facilities”; each an “Incremental Facility”) in an aggregate principal amount of up to $100,000,000 (each of which Incremental Facility shall be in a minimum principal amount of $10,000,000 and in increments of $1,000,000 in excess thereof), provided that:
	(a)   no default or event of default exists immediately prior to or after giving effect thereto, provided that in the case of an Incremental Term Loan Facility being used (in whole or in part) to consummate any acquisition of all or substantially all of a person or line of business where all or a portion of the purchase price thereof is being financed, but the consummation of which is not conditioned on the availability of financing (a “Limited Condition Acquisition”), then at the election of the Borrower and with the consent of the Administrative Agent and the lenders providing such Incremental Term Loan Facility, such condition

Exhibit B-4

may be measured on the date of entering into of the definitive documentation for such Limited Condition Acquisition, provided further that in no event shall any payment or bankruptcy event of default exist immediately prior to or after giving effect to such Incremental Facility and such Limited Condition Acquisition;

(b)   the Company and the Borrower are in compliance, on a pro forma basis after giving effect to the incurrence of any such Incremental Facility (and assuming that the commitments under such Incremental Facility are fully drawn) and any permitted acquisition, refinancing of debt or other event giving rise to a pro forma adjustment, with (i) the Consolidated Fixed Charge Coverage Ratio level in effect for the last day of the quarter in which such Incremental Facility is incurred and (ii) a Consolidated Total Leverage Ratio of a level no greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 to 1.00 lower than the Consolidated Total Leverage Ratio level in effect for the last day of the quarter in which such Incremental Facility is incurred; provided that in the case of an Incremental Term Loan Facility being used (in whole or in part) to consummate a Limited Condition Acquisition, then at the election of the Borrower and with the consent of the Administrative Agent and the lenders providing such Incremental Term Loan Facility, such compliance may be measured on the date of entering into of the definitive documentation for such Limited Condition Acquisition; provided further that upon such an election by the Borrower, on any date of measurement of any of the Financial Covenants for any purpose after such date (and prior to the earlier of (i) the consummation of such Limited Condition Acquisition or (ii) the termination of the definitive agreement for such Limited Condition Acquisition without the consummation thereof), the requisite Financial Covenant levels shall be required to be satisfied both by taking into account, and without taking into account, such Limited Condition Acquisition and such Incremental Term Loan Facility;

(c)   no Lender will be required or otherwise obligated to provide any Incremental Commitment, and each person providing an Incremental Commitment, if not already a Lender, shall be subject to the approval of the Administrative Agent and, in connection with any Additional Revolving Commitments, the approval of the Fronting Bank and the lender of Swingline Loans (which approvals shall not be unreasonably withheld or delayed);

(d)   the maturity date of any such Incremental Term Loan Facility shall be no earlier than the maturity date of the Term Loan Facility and the weighted average life of such Incremental Term Loan Facility shall be no shorter than the then remaining weighted average life of the Term Loan Facility;

(e)   the interest rate margins and (subject to clause (d) above) amortization schedule applicable to any Incremental Term Loan Facility shall be determined by the Borrower and the lenders thereunder;

(f)   the other terms and documentation in respect of any Incremental Term Loan Facility, to the extent not consistent with the Term Loan Facility, will be reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Loan Facility, provided that in no event shall the covenants, defaults and similar non-economic provisions

Exhibit B-5

applicable to any Incremental Term Loan Facility, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the then existing Financing Documentation (except to the extent either (A) applicable to the all of the Senior Credit Facilities or (B) only applicable after the latest maturity date of the other tranches of the Senior Credit Facilities then in effect) or (y) contravene any of the terms of the then existing Financing Documentation;

(g)   all Additional Revolving Commitments shall have the same terms and be pursuant to the same documentation as the Revolving Facility;

(h)   any such Incremental Facility shall have the same guarantees and be secured only by the Collateral on an equal priority basis with the relevant Senior Credit Facilities;

(i) all representations and warranties in the Financing Documentation shall be true and correct in all material respects (or, with respect to those modified by materiality standards, in all respects) on and as of the date of incurrence of any Incremental Facility (or, with respect to any representations and warranties that expressly refer to an earlier date, as of such earlier date); provided that in the case of an Incremental Term Loan Facility being used (in whole or in part) to consummate a Limited Condition Acquisition, then (at the election of the Borrower) the Administrative Agent and the lenders providing an Incremental Term Loan Facility may agree to limit the representations and warranties the accuracy of which are a condition precedent to the effectiveness of such Incremental Term Loan Facility in a customary “SunGard” manner for limited conditionality acquisitions;

(j) upon the reasonable request of any lender made at least ten days prior to the closing date of any such Incremental Facility, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money- laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to such closing date; and

(k)   at least five days prior to the closing date of any such Incremental Facility, if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Borrower shall deliver a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower.

Each request for an Incremental Facility shall set forth (i) the aggregate principal amount of the requested Incremental Facility, (ii) the date on which such Incremental Facility is requested to become effective (which shall not be less than ten business days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) the proposed terms of such Incremental Facility (consistent with the foregoing). The proceeds of any Incremental Facility may be used for general corporate purposes of the Borrower and its subsidiaries, (including permitted acquisitions and the making of payments), subject to the limitations set forth in the Financing Documentation.

Exhibit B-6

Maturity Dates:	The Senior Credit Facilities shall have the following maturity dates: (1) with respect to the Revolving Facility, five (5) years from the Closing Date (the “Revolving Maturity Date”), and the commitments with respect to the Revolving Facility will automatically terminate on such date (and all unpaid principal and interest under the Revolving Facility will be due and payable on such date); and (2) with respect to the Term Loan Facility, seven (7) years from the Closing Date (the “Term Loan Maturity Date”) and all unpaid principal and interest under the Term Loan Facility will be due and payable on such date.
Amortization:	The Term Loan Facility will amortize in equal quarterly installments (commencing with the last day of the first full fiscal quarter following the fiscal quarter in which of the Closing Date occurs) in an aggregate annual amount equal to 1% of the original principal amount of the Term Loan Facility (with adjustments for mandatory and voluntary prepayments), with the remainder due on the Term Loan Maturity Date.
Mandatory Prepayments:	In addition to the amortization set forth above, the Senior Credit Facilities will be required to be prepaid with:
	(a)   100% of the net cash proceeds of the issuance or incurrence of debt by any of the Company or the Borrower or any of their respective subsidiaries (other than debt permitted in the Financing Documentation);
	(b)   100% of the net cash proceeds of all non-ordinary course asset sales, insurance and condemnation recoveries and other asset dispositions by the Company, the Borrower or any of its subsidiaries, subject to reinvestment provisions and baskets to be mutually agreed upon; and
	(c)   50% of Excess Cash Flow (to be defined in the Financing Documentation), for each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2020) (subject to 100% credit for any voluntary prepayment of the loans under the Term Loan Facility, but excluding any such prepayments funded with the proceeds of long-term debt (other than revolving loans) or equity); provided that the forgoing percentage shall be reduced to (i) 25% for any fiscal year when the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than 3.50 to 1.00 (but greater than or equal to 3.00 to 1.00) and (ii) 0% for any fiscal year when the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than 3.00 to 1.00.
	Such mandatory prepayments will be applied first, to prepay outstanding loans under the Term Loan Facility and, unless the lenders or holders of such indebtedness agree to receive less than their ratable share of such prepayments, any Incremental Term Loan, on a ratable basis and second, to prepay outstandings under the Revolving Facility (without a permanent reduction in the commitments thereunder). All such mandatory prepayments of the Term Loan Facility will be applied in direct order to the next four scheduled amortization payments and then pro rata to the remaining scheduled amortization payments.

Exhibit B-7

Optional Prepayments
and Commitment Reductions:	Loans under the Senior Credit Facilities may be prepaid and unused commitments under the Revolving Facility may be reduced at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except LIBOR breakage costs). Any optional prepayment of the Term Loan Facility will be applied to the remaining scheduled amortization payments thereof as directed by the Borrower.
Call Protection:	Notwithstanding the foregoing section, if on or prior to the date that is six months after the Closing Date, a Repricing Event (as defined below) occurs, the Borrower will pay a premium (the “Call Premium”) in an amount equal to 1.00% of the principal amount of loans under the Term Loan Facility subject to such Repricing Event.
	As used herein, the term “Repricing Event” shall mean (a) any prepayment or repayment of loans under the Term Loan Facility with the proceeds of, or any conversion of loans under the Term Loan Facility into, any new or replacement loans or similar bank indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount) less than the “effective yield” applicable to the loans under the Term Loan Facility subject to such event (as such comparative yields are determined by the Administrative Agent) and (b) any amendment to the definitive documentation which reduces the “effective yield” (other than as a result of no longer applying the default rate) applicable to all or a portion of the loans under the Term Loan Facility (it being understood that any Call Premium with respect to a Repricing Event shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to so-called “yank-a-bank” provisions).
Documentation Principles:	The documentation for the Senior Credit Facilities will include, among other items, a credit agreement, guarantees and appropriate pledge, security and other collateral documents and related certificates and documentation (collectively, the “Financing Documentation”), all consistent with this Summary of Terms and Conditions. The credit agreement for the Senior Credit Facilities will be negotiated in good faith as promptly as reasonably practicable and will be substantially consistent with the Existing Credit Agreement, provided that it shall contain the terms and conditions set forth in this Summary of Terms and Conditions, changes necessary to satisfy administrative, policy and operational requirements of BBVA Compass and such other changes as may be mutually agreed by the Lead Arranger, the Lenders and the Borrower negotiating in good faith, and with modifications to be negotiated in good faith, giving due regard to the operational and strategic requirements of Borrower and its subsidiaries in light of its size, industry, practices, proposed business plans and the financial model and other projections provided by Borrower to the Lead Arranger and the Lenders (giving effect to the Acquisition). The Financing Documentation may, at the election of the Lead Arranger and the Company, be structured as an amendment to, or an amendment and restatement of, the Existing Credit Agreement, without novation thereof.

Exhibit B-8

Conditions to Closing and Funding:	The availability of the initial borrowing and other extensions of credit under the Senior Credit Facilities on the Closing Date will be subject solely to the applicable conditions set forth in Exhibit C to the Commitment Letter.
Conditions to All Extensions of Credit:	Each extension of credit under the Senior Credit Facilities after the Closing Date will be subject to the receipt of a customary borrowing notice and the satisfaction of the following conditions precedent: (a) all of the representations and warranties in the Financing Documentation shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date of such extension of credit, or if such representation speaks as of an earlier date, as of such earlier date and (b) no default or event of default under the Senior Credit Facilities shall have occurred and be continuing or would result from such extension of credit. In addition, the second advance of the Term Loan Facility after the Closing Date will be subject to customary conditions related to the consummation of the applicable acquisition or acquisitions, to be agreed.
Representations and Warranties:	Usual and customary for facilities of this type (applicable to the Company and its Subsidiaries, to their minority investments and, in certain cases, to their professional services affiliates, and subject in certain cases to materiality thresholds and exceptions to be mutually agreed), including: (a) existence, qualification and power; compliance with laws; (b) authorization; no contravention; (c) governmental authorization; other consents; (d) binding effect; (e) financial statements; no material adverse effect; (f) litigation; (g) no default; (h) ownership of property; liens; investments; (i) environmental compliance; (j) insurance; (k) taxes; (l) ERISA compliance; (m) subsidiaries; equity interests; loan parties; (n) changes in name, state of formation and structure; tradenames; (o) margin regulations; investment company act; (p) disclosure; (q) intellectual property; licenses; (r) solvency; (s) casualty; (t) collateral matters; (u) labor matters; (v) deposit or securities accounts; (w) fees and commissions; (x) material contracts; (y) HIPAA compliance; (z) additional healthcare matter; (aa) principal payors; (bb) management services agreements; (cc) foreign assets control regulations and anti-money laundering; (dd) accuracy of beneficial ownership certification; (ee) use of proceeds; (ff) EEA financial institution; and (gg) status of the Company.
Affirmative Covenants:	Usual and customary for facilities of this type (applicable to the Company, its Subsidiaries and their minority investments, and subject in certain cases to materiality thresholds and exceptions to be mutually agreed), including, without limitation, the following: (a) delivery of financial information (including (without limitation, but excluding monthly financial statements) (i) audited annual financials within 90 days of each fiscal year end, (ii) quarterly unaudited financials within 45 days of each fiscal quarter end and (iii) annual projections and/or budgets); (b) delivery of certificates and other information (including for compliance with KYC, PATRIOT Act and the Beneficial Ownership Regulation); (c) delivery of notices (including of any default, material adverse condition, notices of non-compliance, Medicare investigations, ERISA event, material change in

Exhibit B-9

	accounting or financial reporting practices, disposition of property, sale of equity, incurrence of debt); (d) payment of taxes and other obligations; (e) preservation of existence, etc.; (f) maintenance of properties; (g) maintenance of insurance; (h) compliance with laws (including environmental and healthcare laws) and material contracts (including any corporate integrity agreement); (i) books and records; (j) inspection rights; (k) use of proceeds; (l) covenant to guarantee obligations and give security; (m) further assurances; (n) cash management systems; (o) lender meetings; (p) management changes; (q) management services agreements; (r) Medicare provider agreements; (s) healthcare reimbursement exclusions; (t) Medicare/Medicaid communications; (u) Medicare investigations; (v) healthcare related matters; (w) maintenance of compliance plans; (x) sanctions; and (y) compliance with terms of leaseholds.
Negative Covenants:	Usual and customary for facilities of this type (applicable to the Company, its Subsidiaries and their minority investments, and subject in certain cases to materiality thresholds and exceptions to be mutually agreed), including, without limitation, the following: (a) liens; (b) indebtedness; (c) acquisitions; investments; (d) fundamental changes; (e) dispositions; (f) restricted payments; (g) change in nature of business; (h) transactions with affiliates; (i) burdensome agreements; (j) amendments of organization documents and agreements; (k) accounting changes; (l) payments, prepayments, modification of subordinated indebtedness; (m) amendments of related documents; (n) partnerships, etc.; (o) speculative transactions; (p) formation of subsidiaries; (q) negative pledge; (r) changes in locations, name, etc.; (s) operations and assets of the Company; (t) ERISA; (u) cash management; (v) OFAC; (w) Patriot Act; (x) Sale-Leasebacks; and (z) hazardous materials.
	In addition to other exceptions, qualifications and baskets to be agreed with respect to certain of the negative covenants, the Financing Documentation shall provide for the ability of the Company and its subsidiaries to make acquisitions and restricted payments,[1] in each case subject to certain customary conditions (including absence of default and acquired persons and assets becoming Guarantors and Collateral), on an unlimited basis so long as (a) the Company is in pro forma compliance (based on financial results for the most recently ended fiscal quarter for which financials have been, or are required to have been, delivered, and giving effect to such transaction and all related transactions for which pro forma adjustments are customary) with (i) the Consolidated Fixed Charge Coverage Ratio level in effect for the last day of the quarter in which such acquisition or restricted payment occurs and (ii) a Consolidated Total Leverage Ratio of a level no greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 to 1.00 lower than the Consolidated Total Leverage Ratio level in effect for the last day of the quarter in which such acquisition or restricted payment occurs, and (b) in the case of acquisitions of equity interests, any such required person becomes a Guarantor and pledges its assets as Collateral (or in the case of acquisitions of assets, such assets are acquired by one or more Guarantors and are pledged as Collateral).

1 To add a $10 million availability requirement under the Revolving Facility (including unrestricted cash and cash equivalents) and lowering the threshold requirement to deliver quality of earnings report to $10 million acquisitions and above (from $20 million).

Exhibit B-10

Financial Covenants:	1. Consolidated Total Leverage Ratio. The Borrower will not permit the Consolidated Total Leverage Ratio (to be defined substantially as in the Existing Credit Agreement) as of the last day of any fiscal quarter (commencing with the last day of the fiscal quarter in which the Closing Date occurs) to be greater than 5.75 to 1.00, with stepdowns to be mutually agreed.
	2. Consolidated Fixed Charge Coverage Ratio. The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio (to be defined substantially as in the Existing Credit Agreement) as of the last day of any fiscal quarter (commencing with the last day of the fiscal quarter in which the Closing Date occurs) to be less than 1.20 to 1.00.
	Each of the ratios referred to above will be calculated for the Company and its subsidiaries on a consolidated basis for each consecutive four (4) fiscal quarter period.
Events of Default:	The Financing Documentation will contain events of default that are usual and customary for transactions of this type, including, without limitation, the following (subject in certain cases to materiality thresholds and exceptions to be mutually agreed): (a) non-payment, (b) specific covenants, (c) other covenant defaults, (d) representations and warranties, (e) cross-defaults, (f) insolvency proceedings, (g) inability to pay debts and attachments, (h) judgments, (i) ERISA / ERISA event, (j) invalidity of Financing Documentation; (k) change of control, (l) failure of subordination, and (m) collateral documents.
Patriot Act Information:	Administrative Agent hereby notifies the Company and the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 10756 (signed into law October 26, 2001)) (the “Act”), the Lenders are required to obtain, verify and record information that identifies the Company and the Borrower, which information includes that name and address of Borrower and other information that will allow the Lenders to identify the Company and the Borrower in accordance with the Act.
Governing Law:	New York governing law, consent to exclusive New York jurisdiction; waiver of jury trial.
Assignments & Participations:	Revolving Facility Assignments: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Revolving Facility in a minimum amount equal to $5 million.
	Term Facility Assignments: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Term Facility in a minimum amount equal to $1 million.
	Consents: The consent of the Borrower will be required unless (i) an Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an

Exhibit B-11

	affiliate of a Lender or an Approved Fund (as such term shall be defined in the Financing Documentation); provided that if the Borrower has not consented to or rejected an assignment request within five (5) business days, then the Borrower shall be deemed to have provided its consent to such assignment. The consent of the Administrative Agent will be required for any assignment (i) in respect of the Revolving Facility or an unfunded commitment under the Term Loan Facility to an entity that is not a Lender with a commitment in respect of the applicable facility, an affiliate of such Lender or an Approved Fund in respect of such Lender or (ii) of any outstanding term loan to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund. The consent of the Fronting Bank and the Swingline Lender will be required for any assignment under the Revolving Facility.
	Assignments Generally: An assignment fee in the amount of $3,500 will be charged with respect to each assignment unless waived by the Administrative Agent in its sole discretion. Each Lender will also have the right, without consent of the Borrower, the Administrative Agent, the Fronting Bank or the lender of Swingline Loans, to assign as security all or part of its rights under the Financing Documentation to any Federal Reserve Bank.
	Participations: Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate, maturity date and releases of all or substantially all of the collateral securing the Senior Credit Facilities or all or substantially all of the Guarantors.
	No Assignment or Participation to Certain Persons. No assignment or participation may be made to (i) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (ii) the Borrower, or any of the Borrower’s Affiliates or Subsidiaries (including any minority investment or professional services affiliate), (iii) any person who, upon becoming a Lender, would constitute a Defaulting Lender (to be defined in the Financing Documentation) or a Subsidiary thereof or (iv) a person who, at the time of such assignment, is a sanctioned person (to be defined) if such assignment would violate applicable law.
Required Lenders:	On any date of determination, those Lenders who collectively hold more than 50% of the outstanding loans and unfunded commitments under the Senior Credit Facilities or if the Senior Credit Facilities have been terminated, those Lenders who collectively hold more than 50% of the aggregate outstandings under the Senior Credit Facilities (the “Required Lenders”); provided that if any Lenders shall be a Defaulting Lender at such time, then the outstanding loans and unfunded commitments under the Senior Credit Facilities of such Defaulting Lender shall be excluded from the determinations of Required Lenders.
Amendments and Waivers:	Amendments and waivers of the provisions of the Financing Documentation (with customary exceptions, including for any amendment in connection with an Incremental Facility) will require the approval of the Required Lenders, except that (a) the consent of each Lender shall be required with respect to (i) the waiver of certain conditions precedent to the initial credit extension under the Senior Credit Facilities, (ii) the amendment of certain of the pro rata sharing provisions, (iii) the amendment of the voting percentages of the Lenders, (iv) the release of all or

Exhibit B-12

	substantially all of the Collateral securing the Senior Credit Facilities and (v) the release of (A) the guaranty of the Company and/or (B) all or substantially all of the value of the guaranty of the Borrower’s obligations made by the Guarantors; (b) the consent of each Lender affected thereby shall be required with respect to (i) increases or extensions in the commitment of such Lender, (ii) reductions of principal, interest or fees (it being understood that modifications to the financial covenants or component definitions thereof which may affect the Pricing Grid and waiver of default interest shall only require the consent of Required Lenders), and (iii) extensions of scheduled maturities or times for payment (other than waivers or modifications of mandatory prepayment provisions); and (c) the waiver of any condition precedent to any Revolving Loans would require the consent of Lenders holding outstanding Revolving Loans and unfunded Revolving Commitments representing more than 50% of the aggregate outstanding Revolving Loans and unfunded Revolving Commitments of all Lenders.
Defaulting Lenders:	The Financing Documentation shall contain customary provisions relating to Defaulting Lenders (including, without limitation, provisions relating to providing cash collateral to support Letters of Credit and Swingline Loans, the suspension of voting rights and rights to receive interest and fees, and assignment of commitments or loans of such Lenders).
Indemnification:	The Loan Parties will indemnify and hold harmless the Administrative Agent, the Lead Arranger, each Lender and their respective affiliates and their partners, directors, officers, employees, agents and advisors from and against all losses, claims, damages, liabilities and expenses arising out of or relating to the Senior Credit Facilities, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable attorneys’ fees and settlement costs. This indemnification shall survive and continue for the benefit of all such persons or entities.
Other:	The Financing Documentation will contain customary increased cost, withholding tax, capital adequacy, cost and yield protection provisions and LIBOR replacement provisions.
Counsel to Administrative Agent:	McGuireWoods, LLP

Exhibit B-13

ADDENDUM I

PRICING, FEES AND EXPENSES

Interest Rate Options:	At the Borrower’s option (other than with respect to Swingline Loans (which shall be ABR Loans)), Alternate Base Rate (“ABR”) and LIBOR Loans will be available as follows:
	Alternate Base Rate Option:
	Interest shall be at the Alternate Base Rate of the Agent plus the Applicable Margin (defined below), computed on the basis of the actual number of days elapsed in a year of 365 days. Interest payments are due quarterly in arrears. The Alternate Base Rate is defined as the highest of (a) the Federal Funds Rate as published by the Federal Reserve Bank of New York plus 1⁄2 of 1%; (b) the prime commercial lending rate of Compass Bank as announced from time to time; and (c) one-month LIBOR (which shall not in any event be less than 0%) plus 1%. In no event shall the Alternate Base Rate be less than 1%.
	LIBOR Option:
	Interest shall be determined for periods (“Interest Periods”) of one, two, three, or six months, or, if available to all applicable Lenders, any other period of twelve months or less (as selected by the Borrower), and shall be at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) as determined by ICE Benchmark Administration Limited (ICE) (or any successor or substitute therefor) as obtained by the Administrative Agent from Reuter’s or Bloomberg (or any successor or substitute for any such service providing rate quotations comparable to those currently provided by such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) for the corresponding deposits of U.S. Dollars (which shall not in any event be less than 0%) plus the Applicable Margin. Interest will be paid at the end of each Interest Period or quarterly, whichever is earlier, and will be calculated on the basis of a 360-day year and actual number of days elapsed.
	The “Applicable Margin” means, (a) with respect to Term Loans, (i) from the Closing Date until the delivery of financial statements for the first full fiscal quarter of the Company ending following the fiscal quarter in which the Closing Date occurs, 5.50% per annum in the case of LIBOR Loans and 4.50% per annum in the case of ABR Loans, and (ii) thereafter, a percentage per annum to be determined in accordance with the pricing grid set forth on Addendum II attached hereto, based on the Consolidated Total Leverage Ratio (the “Pricing Grid”), and (b) with respect to Revolving Loans, (i) from the Closing Date until the delivery of financial statements for the first full fiscal quarter of the Company ending following the fiscal quarter in which the Closing Date occurs, 4.50% per annum in the case of LIBOR Loans and 3.50% per annum in the case of ABR Loans, and (ii) thereafter, a percentage per annum to be determined in accordance with the Pricing Grid.
	Each Swingline Loan shall bear interest at the ABR plus the Applicable Margin for ABR Loans under the Revolving Facility.

Addendum I-1

Letter of Credit Fees:	A fee (calculated on a 360-day year) equal to the Applicable Margin with respect to Revolving Loans that are LIBOR Loans shall accrue on the Letter of Credit outstandings, such fee to be payable quarterly in arrears. In addition, an issuance fee of 1/4 of 1% per annum shall be paid to the Fronting Bank for its own account on the date of issuance of each Letter of Credit.
Commitment Fee:	Commencing on the Closing Date, a non-refundable fee (calculated on a 360-day year) equal to (a) until the delivery of financial statements for the first full fiscal quarter of the Company following the fiscal quarter in which the Closing Date occurs, 0.50 % per annum, and (b) thereafter, a percentage per annum determined in accordance with the Pricing Grid, will accrue on the daily average unused portion of the Revolving Facility commitments (whether or not then available), payable quarterly in arrears, on the final Revolving Maturity Date and on the commitment termination date of the Revolving Facility. Swing Line Loans will not be deemed to be utilized for purposes of calculating the Commitment Fee.
Default Interest:	At the election of Agent or the Required Lenders upon the occurrence and during the continuance of any Event of Default (or automatically while any payment or bankruptcy Event of Default exists), 2.00% per annum in excess of the rate otherwise applicable (but not to exceed the maximum lawful rate).
Expenses:	The Borrower will pay all reasonable and documented costs and expenses associated with the preparation, due diligence, administration, syndication and closing of all Financing Documentation, including, without limitation, the legal fees of counsel to the Administrative Agent and the Lead Arranger, regardless of whether or not the Senior Credit Facilities are closed. The Borrower will also pay the documented expenses of the Administrative Agent and each Lender in connection with the enforcement of any of the Financing Documentation.

Addendum I-2

ADDENDUM II

PRICING GRID

REVOLVING FACILITY

Pricing Level	Consolidated Total Leverage Ratio	Applicable Margin for LIBOR Loans/ Letter of Credit Fees			Applicable Margin for ABR Loans			Commitment Fee
I	£ 3.25:1		4.00	%		3.00	%		0.375	%
II	> 3.25:1 but £ 3.75:1		4.25	%		3.25	%		0.375	%
III	> 3.75:1 but £ 4.25:1		4.50	%		3.50	%		0.50	%
IV	> 4.25:1		4.75	%		3.75	%		0.50	%

TERM LOAN FACILITY

Pricing Level	Consolidated Total Leverage Ratio	Applicable Margin for LIBOR Loans/ Letter of Credit Fees			Applicable Margin for ABR Loans
I	£ 3.75:1		5.25	%		4.25	%
II	> 3.75:1		5.50	%		4.50	%

Addendum II-1

ADDENDUM III

Closing Date Guarantors / Non-Guarantors

Guarantors

Legal Name	Jurisdiction of Formation	Type
Akumin Inc.	Ontario	Company
Akumin Holdings Corp.	DE	Subsidiary
Akumin Imaging Texas, LLC	TX	Subsidiary
Akumin Florida Holdings, LLC	FL	Subsidiary
SyncMed, LLC	TX	Subsidiary
Preferred Imaging of Austin, LLC	TX	Subsidiary
Preferred Imaging of Corinth, LLC	TX	Subsidiary
Preferred Imaging of Denton, LLC	TX	Subsidiary
Preferred Imaging of Fort Worth, LLC	TX	Subsidiary
Preferred Imaging of Frisco, LLC	TX	Subsidiary
Preferred Imaging of Irving, LLC	TX	Subsidiary
Preferred Imaging of McKinney, LLC	TX	Subsidiary
Preferred Imaging of Mesquite, LLC	TX	Subsidiary
Preferred Imaging on Plano Parkway, LLC	TX	Subsidiary
PMI Partners, LLC	TX	Subsidiary
Vista PEM Providers, LLC	TX	Subsidiary
Preferred Imaging of Garland, LLC	TX	Subsidiary
Preferred Imaging at Casa Linda Plaza, LLC	TX	Subsidiary
Preferred Open MRI, LLC	TX	Subsidiary
Preferred Imaging at the Medical Center, LLC	TX	Subsidiary
Preferred Imaging of Plano, LLC	TX	Subsidiary
Preferred Imaging HEB, LLC	TX	Subsidiary
Preferred Imaging of Grapevine/Colleyville, LLC	TX	Subsidiary
Round Rock Imaging, LLC	TX	Subsidiary
Elite Imaging, LLC	FL	Professional Services Affiliate
Delaware Open MRI Radiology Associates, LLC	DE	Professional Services Affiliate
Rittenhouse Imaging Center, LLC	PA	Professional Services Affiliate
Jeanes Radiology Associates, LLC	PA	Professional Services Affiliate

Addendum III-1

Legal Name	Jurisdiction of Formation	Type
Wilkes-Barre Imaging, L.L.C.	PA	Professional Services Affiliate
Lebanon Diagnostic Imaging, LLC	PA	Professional Services Affiliate
Rose Radiology Centers, LLC	FL	Professional Services Affiliate
Akumin FL, LLC[2]	FL	Subsidiary

²  Adding Akumin FL, LLC as a Subsidiary to the credit facilities, subject to subordination agreement to be negotiated with Alaris, to be addressed in documentation.

Addendum III-2

Non-Guarantors

Legal Name	Reason Not Guarantor
Phoenix Imaging, LLC	60% owned
Premier Open MRI, Inc.	Subsidiary of Phoenix Imaging, LLC
Premier Health Services, Inc.	Subsidiary of Phoenix Imaging, LLC
Preferred Imaging of Amarillo, LLC	57.4% owned
Preferred Imaging of Tarrant County, LLC	Inactive; dissolution in progress
North Texas PEM Partners, LLC	Inactive; dissolution in progress

Addendum III-3

EXHIBIT C

(to Commitment Letter dated as of April 15, 2019)

PROJECT GRATO

CONDITIONS PRECEDENT TO CLOSING DATE

Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the Commitment Letter or in the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

The closing and the making of the initial extensions of credit under the Senior Credit Facilities will be subject to the satisfaction of the following conditions precedent:

1. Subject in each case to the Limited Conditionality Provision, the Financing Documentation shall be consistent, in each case, with the Commitment Letter and shall be otherwise reasonably satisfactory to the Commitment Parties and the Company, and will have been executed and delivered by the Loan Parties, the Lenders and the Administrative Agent, and the Commitment Parties shall have received customary and reasonably satisfactory legal opinions (including, without limitation, opinions of reasonably necessary special counsel (if any) and local counsel as may be reasonably requested by the Administrative Agent), which shall expressly permit reliance by the successors and permitted assigns of each of the Administrative Agent and the Lenders, evidence of authorization, organizational documents, customary insurance certificates, good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of each Loan Party), a customary officer’s certificate, a customary borrowing notice and a solvency certificate of the Company’s chief financial officer (certifying that, after giving effect to the Transactions, the Company and its subsidiaries on a consolidated basis are solvent) in substantially the form of Annex I to this Exhibit C.

2. Subject to the Limited Conditionality Provision, the Administrative Agent and the Lead Arranger shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the Financing Documentation consistent with the Term Sheet) lien and security interest in the Collateral (including receipt of all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC (and PPSA, if applicable) financing statements to be filed in the applicable government filing offices, all intellectual property security agreements to be filed with the United States Copyright Office, the United States Patent and Trademark Office or Canadian Intellectual Property Office, as applicable), and all filings, recordations and searches necessary or desirable in connection with the security interests in and liens on the Collateral shall have been duly made or obtained and all filing and recording fees and taxes in connection therewith shall have been duly paid (including UCC, PPSA and other lien searches, intellectual property searches, and insurance policies).

3. Since December 31, 2018 there shall not have occurred a Closing Date Material Adverse Effect with respect to the Target and its subsidiaries, or any event, condition or contingency that could reasonably expected to have a Closing Date Material Adverse Effect. “Closing Date Material Adverse Effect” has the meaning given to the term “Material Adverse Change of the Purchased Companies” in the Purchase Agreements.

4. The Commitment Parties shall have received true and correct fully-executed copies of the documentation for the Acquisition and other aspects of the Transactions, including each of the purchase agreements executed in connection with the Acquisition (including all exhibits, annexes, schedules, other attachments and other disclosure letters thereto), dated as of the date of the effectiveness of the Commitment Letter or, as applicable, the date of the subsequent delivery or amendment (including all exhibits, annexes, schedules,

Exhibit C-1

other attachments and other disclosure letters thereto, the “Purchase Agreements”), along with all other material documentation for the Acquisition, each of which shall be in form and substance reasonably satisfactory to the Commitment Parties (it being agreed that the drafts of the Purchase Agreements delivered by internal counsel to the Company to counsel to the Commitment Parties via email at 11:33pm Eastern time on April 12, 2019, including the schedules, exhibits and other attachments thereto included on such email, are reasonably satisfactory to the Commitment Parties).

5. Both (a) the Sellers shall have made the Rollover Equity Contribution prior to, or substantially simultaneously with, the initial borrowing under the Senior Credit Facilities, and (b) the Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Senior Credit Facilities shall be consummated (including the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as set forth in the Purchase Agreement), in each case in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger and as to which the Administrative Agent and the Lead Arranger have not consented; provided that (1) any amendment to the definition of “Material Adverse Effect “and any amendment to the “Xerox” provisions or the governing law provisions in the Purchase Agreement shall, in each case, be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (2) any change to the form of the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (3) any reduction to the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger unless such reduction is applied to reduce the principal amount of the Term Loan Facility dollar for dollar and (4) any increase in the purchase price shall not be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent or the Lead Arranger unless such increase is funded with indebtedness.

6. The Refinancing shall have been consummated, and (to the extent applicable) the Lead Arranger shall have received customary payoff letters in connection therewith confirming that all indebtedness with respect thereto shall have been fully repaid (except to the extent outstanding letters of credit are to be continued under the Revolving Credit Facility) and all commitments thereunder shall have been terminated and cancelled and all liens in connection therewith shall have been terminated and released, in each case prior to or concurrently with the initial borrowing under the Senior Credit Facilities; provided that it is understood that the Refinancing with respect to the Existing Credit Agreement may, as agreed by the Company and the Lead Arranger, be accomplished via an amendment to, or amendment and restatement of, the Existing Credit Agreement (in lieu of a full repayment and termination thereof). On the Closing Date, after giving effect to the Transactions, neither the Company nor any of its subsidiaries (including the Target and its subsidiaries) shall have any outstanding indebtedness other than the Senior Credit Facilities and immaterial indebtedness that the Lead Arranger and the Company agree may remain outstanding under the Financing Documentation.

7. Both:

a. the Administrative Agent, the Lead Arranger and each Lender shall have received at least three business days before the Closing Date all documentation and other information about the Loan Parties and their subsidiaries that shall have been reasonably requested by the Administrative Agent, a Lead Arranger or a Lender in writing at least five business days prior to the Closing Date and that the Administrative Agent, the Lead Arranger and/or any Lender reasonably determines is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Canadian AML Acts (as defined in the Existing Credit Agreement) and the PATRIOT Act (provided that such information shall, to the extent requested at least 10 business days prior to the Closing Date, have been provided at least five business days prior to the Closing Date).

Exhibit C-2

b. At least 10 business days prior to the Closing Date, the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification under the Beneficial Ownership Regulation in relation to the Borrower.

8. The Commitment Parties shall have received (a) a quality of earnings report (including income statement and balance sheet information) for the Target and its consolidated subsidiaries prepared by an accounting firm retained by the Company and including (i) the trailing twelve-month period of the Target ended September 30, 2018, (ii) the fiscal year of the Target ended December 31, 2018, and (iii) if the Closing Date occurs after June 30, 2019, the fiscal quarter ending March 31, 2019, (b) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its subsidiaries as of, and for the twelve-month period ended on, December 31, 2018 (or, if the Closing Date occurs on or after May 31, 2019, the twelve-month period ended March 31, 2019), prepared after giving effect to the Transactions (and any other transactions, including any other acquisitions, occurring on or prior to the Closing Date) as if the Transactions (and all such other transactions) had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), in form and substance reasonably satisfactory to the Commitment Parties, (c) consolidated forecasts for the Company and its subsidiaries (after giving effect to the Transactions (and any other transactions, including any other acquisitions, occurring on or prior to the Closing Date)) of balance sheets, income statements and cash flow statements on an annual basis for each year during the term of the Senior Credit Facilities and on a monthly basis until December 31, 2019, in form and substance reasonably satisfactory to the Commitment Parties, (d) audited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Company and its consolidated subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (e) audited consolidated balance sheets of (i) ADG Acquisition Holdings, Inc. and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (ii) TIC Acquisition Holdings, LLC and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated subsidiaries for, the fiscal years ended December 31, 2016 and 2018 and (iii) SFL Radiology Holdings, LLC and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated subsidiaries for, the fiscal year ended December 31, 2018, (f) unaudited consolidated balance sheets of TIC Acquisition Holdings, LLC and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated subsidiaries for, the fiscal years ended December 31, 2017, (g) unaudited consolidated balance sheet of the Company and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Company and its consolidated subsidiaries for, each fiscal quarter of the Company and its consolidated subsidiaries ended after December 31, 2018 and ended at least 45 days before the Closing Date, (h) unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related statements of income and cash flows of the Target and its consolidated subsidiaries for, each fiscal quarter of the Target and its consolidated subsidiaries ended after December 31, 2018 and ended at least 60 days before the Closing Date and (i) such other financial information as may be reasonably requested by the Lead Arranger with respect to any acquisition (other than the Acquisition) consummated on or prior to the Closing Date and that is included in the items delivered pursuant to clauses (b) and/or (c) above.

9. All fees required to be paid on the Closing Date pursuant to the Commitment Letter and/or the Fee Letter in connection with the Senior Credit Facilities and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter (to the extent invoiced at least one business day (or such shorter time as the Company may agree) prior to the Closing Date)) shall, substantially concurrently with the initial borrowing under the Senior Credit Facilities, have been paid.

Exhibit C-3

10. The Lead Arranger shall have been afforded a “Marketing Period” of at least 20 consecutive business days after receipt by the Lead Arranger from the Company of a customary confidential information memorandum (in form and substance reasonably satisfactory to the Lead Arranger) to be used in connection with the syndication of the Senior Credit Facilities.

11. The (a) Specified Representations are true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) and (b) Specified Purchase Agreement Representations are true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty expressly relates to a specified date, in which case on and as of such specified date), as certified by a responsible officer of the Company, and the Closing Date and initial funding of the Senior Credit Facilities shall have occurred on or before the Outside Date.

12. On the Closing Date, after giving effect to the Transactions and all related transactions to occur on or prior to the Closing Date, no Revolving Loans shall be outstanding except to the extent necessary to fund additional upfront fees or OID arising from the exercise of the flex provisions in the Fee Letter.

Exhibit C-4

CONFIDENTIAL ANNEX I to EXHIBIT C

Form of Solvency Certificate

Date:                 

Reference is made to Credit Agreement, dated as of [•], 2019 (the “Credit Agreement”), among Akumin Inc., an Ontario corporation (the “Company”), Akumin Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Borrower”), the lending institutions from time to time parties thereto (the “Lenders”), and Compass Bank d/b/a BBVA Compass, as Administrative Agent.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section [•] of the Credit Agreement.

The undersigned certifies that [he/she] is the duly appointed, qualified and acting chief financial officer of the Company. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this certificate in connection with the Transactions.

Solely in my capacity as a financial executive officer of the Company and not individually (and without personal liability), I hereby certify, that as of the date hereof, based on such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, after giving effect to the consummation of the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions:

1. The sum of the liabilities (including contingent liabilities) of the Company and its subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the Company and its subsidiaries, on a consolidated basis.

2. The fair value of the property of the Company and its subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of the Company and its subsidiaries, on a consolidated basis.

3. The capital of the Company and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof.

4. The Company and its subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).

For purposes of this certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.

IN WITNESS WHEREOF, I have executed this Certificate as of the date first written above.

AKUMIN INC.
By:
	Name:
	Title:    Chief Financial Officer

EX-99.14

Exhibit 99.14

Akumin to Host First Quarter 2019 Financial Results Call on May 15, 2019

May 9, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Company”) will host a conference call at 8:30 a.m. Eastern Time, May 15, 2019, to discuss its first quarter 2019 financial results. The Company expects to release its first quarter 2019 financial results prior to markets opening on the same day.

To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. There will also be simultaneous and archived webcasts available at http://bit.ly/AkuminFirstQuarter2019Results. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Wednesday, May 22, 2019 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 5372534.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at

www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 2 -

EX-99.15

Exhibit 99.15

Akumin Inc. Announces First Quarter 2019 Financial Results

May 15, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today its financial results for the quarter -ended March 31, 2019 (“Q1 Fiscal 2019”, respectively).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Mar. 31, 2019		3-month period ended Mar. 31, 2018
RVUs		1,066		666
Revenue		47,551		33,425
EBITDA (1)		12,044		4,704
Adjusted EBITDA (1)		9,251		6,807
EPS –Diluted		0.03		0.02
Adjusted EPS – Diluted (1)		0.05		0.05

⁽¹⁾  See “Non-IFRS Measures” below.

Commenting on the Q1 Fiscal 2019 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “The quarter ending March 31, 2019 represents another fiscal quarter of financial performance in-line with management’s expectation, including revenue of $47.6 million and Adjusted EBITDA of $9.3 million.

“Akumin’s volume in Q1 Fiscal 2019 was approximately 1,066,000 RVUs, compared to approximately 666,000 RVUs in Q1 Fiscal 2018, an increase of 60%. On a same-center volume basis, RVUs increased by 8% compared to Q1 Fiscal 2018. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

“As previously announced, the Corporation entered into purchase agreements to acquire 21 imaging centers in Florida and exclusive management rights over 6 imaging centers in Georgia. This transaction and the related financing are expected to close in Q2 2019, and will strengthen our position in one of our key markets, Florida, as well as provide a platform for expansion into Georgia.”

Akumin would like to remind interested parties of the Corporation’s First Quarter Fiscal 2019 Financial Results Call, to be held today from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Fiscal 2018 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated May 14, 2019 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

- 2 -

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

< Financial tables follow. >

- 3 -

Selected Consolidated Financial Information

(in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Service fees – net of allowances and discounts		46,955			32,863
Other revenue		596			562
Revenue		47,551			33,425
Employee compensation		17,803			11,345
Reading fees		6,987			4,658
Rent and utilities		1,892			3,459
Third party services and professional fees		3,553			2,916
Administrative		2,711			1,985
Medical supplies and other expenses		1,467			1,303
Depreciation and amortization		6,130			2,108
Stock-based compensation		1,018			1,617
Interest expense		3,469			1,340
Impairment of property and equipment		—			187
Settlement costs (recoveries)		(1,217	)		53
Acquisition related costs		786			177
Public offering costs		—			104
Financial instruments revaluation and other (gains) losses		57			(35	)
Income before income taxes		2,895			2,208
Income tax provision		276			96
Non-controlling interests		450			952
Net income attributable to shareholders of Akumin		2,169			1,160
Adjusted EBITDA (in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Revenue		47,551			33,425
Less:
Employee compensation		17,803			11,345
Reading fees		6,987			4,658
Rent and utilities		1,892			3,459
Third party services and professional fees		3,553			2,916
Administrative		2,711			1,985
Medical supplies and other expenses		1,467			1,303
IFRS 16 impact on leases		3,437			—
Sub-total		37,850			25,666
Non-controlling interests		450			952
Adjusted EBITDA		9,251			6,807
Adjusted EBITDA Margin		19	%		20	%

- 4 -

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Net income attributable to shareholders of Akumin		2,169			1,160
Income tax provision		276			96
Depreciation and amortization		6,130			2,108
Interest expense		3,469			1,340
EBITDA		12,044			4,704
Adjustments:
Stock-based compensation		1,018			1,617
Impairment of property and equipment		—			187
Settlement costs (recoveries)		(1,217	)		53
Acquisition-related costs		786			177
Public offering costs		—			104
Financial instruments revaluation and other (gains) losses		57			(35	)
Sub-total		12,688			6,807
IFRS 16 impact on leases		(3,437	)		—
Adjusted EBITDA		9,251			6,807
Revenue		47,551			33,425
Adjusted EBITDA Margin		19	%		20	%
Adjusted EBITDA		9,251			6,807
Less:
Depreciation and amortization		6,130			2,108
Interest expense		3,469			1,340
Add:
IFRS 16 impact on depreciation and interest expense		4,591			—
Sub-total		4,243			3,359
Effective tax rate (1)		24.3	%		24.7	%
Tax effect		1,029			830
Adjusted net income attributable to shareholders of Akumin		3,214			2,529

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

- 5 -

EX-99.16

Exhibit 99.16

Akumin Inc.

Condensed Interim Consolidated

Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Condensed Interim Consolidated Financial Statements (Unaudited)
Condensed Interim Consolidated Balance Sheets		1
Condensed Interim Consolidated Statements of Net Income and Comprehensive Income		2
Condensed Interim Consolidated Statements of Changes in Equity		3
Condensed Interim Consolidated Statements of Cash Flows		4
Notes to Condensed Interim Consolidated Financial Statements		5 – 26

Akumin Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited)

(expressed in US dollars unless otherwise stated)

	March 31, 2019 $			December 31, 2018 $
Assets
Current assets
Cash		18,896,828			19,326,412
Accounts receivable (note 5)		42,390,033			29,810,501
Prepaid expenses and other current assets		767,680			1,049,285
		62,054,541			50,186,198
Security deposits and other assets		819,625			815,450
Property and equipment (note 6)		162,711,502			55,567,588
Goodwill		124,112,632			130,539,869
Intangible assets		3,412,242			3,668,596
		353,110,542			240,777,701
Liabilities
Current liabilities
Accounts payable and accrued liabilities		16,633,116			16,865,477
Leases (note 7)		8,505,601			851,183
Senior loans payable (notes 8 and 9)		4,121,776			2,867,167
		29,260,493			20,583,827
Leases (note 7)		104,529,362			3,325,832
Senior loans payable (notes 8 and 9)		107,571,913			108,801,431
Subordinated notes payable (note 10)		1,492,792			1,492,233
Subordinated notes payable – earn-out (note 10)		173,237			169,642
		243,027,797			134,372,965
Shareholders’ Equity
Common shares (note 11)		124,441,382			123,746,423
Warrants (note 11)		1,563,090			1,742,910
Contributed surplus		6,005,988			5,088,376
Deficit		(24,470,849	)		(26,640,173	)
Equity attributable to shareholders of Akumin Inc.		107,539,611			103,937,536
Non-controlling interests		2,543,134			2,467,200
		110,082,745			106,404,736
		353,110,542			240,777,701
Commitments and contingencies (note 12)
Subsequent events (note 17)

Approved by the Board of Directors

“(signed) Riadh Zine” Director  “(signed) Thomas Davies” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(1)

Akumin Inc.

Condensed Interim Consolidated Statements of Net Income and Comprehensive Income

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-month period ended March 31, 2019 $			Three-month period ended March 31, 2018 $
Revenue
Service fees – net of allowances and discounts		46,955,226			32,863,595
Other revenue		595,962			561,856
		47,551,188			33,425,451
Expenses
Employee compensation		17,803,022			11,344,725
Reading fees		6,986,767			4,658,129
Rent and utilities		1,891,991			3,459,309
Third-party services and professional fees		3,552,581			2,916,373
Administrative		2,711,322			1,985,116
Medical supplies and other		1,467,205			1,302,703
Depreciation and amortization		6,130,223			2,107,745
Stock-based compensation		1,017,612			1,616,569
Interest expense		3,469,480			1,340,693
Impairment of property and equipment		—			187,021
Settlement costs (recoveries)		(1,216,851	)		52,834
Acquisition-related costs		785,682			177,966
Public offering costs		—			104,072
Financial instruments revaluation and other (gains) losses		57,390			(35,230	)
		44,656,424			31,218,025
Income before income taxes		2,894,764			2,207,426
Income tax provision		275,676			96,000
Net income and comprehensive income for the period		2,619,088			2,111,426
Non-controlling interests		449,764			951,746
Net income attributable to common shareholders		2,169,324			1,159,680
Net income per share (note 15)
Basic and diluted		0.03			0.02

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(2)

Akumin Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Common shares $		Warrants $			Contributed surplus $			Deficit $			Non- controlling interest $			Total equity $
Balance as at December 31, 2017		83,771,904		1,310,661			2,205,784			(13,223,745	)		6,340,583			80,405,187
Acquisition of non-controlling interests		—		—			—			25,720			(31,695	)		(5,975	)
Net income and comprehensive income		—		—			—			1,159,680			951,746			2,111,426
Stock-based compensation		—		—			1,616,569			—			—			1,616,569
Payment to non-controlling interests		—		—			—			—			(1,388,910	)		(1,388,910	)
Balance as at March 31, 2018		83,771,904		1,310,661			3,822,353			(12,038,345	)		5,871,724			82,738,297
Balance as at December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			2,169,324			449,764			2,619,088
RSUs and warrants exercised		694,959		(179,820	)		(100,000	)		—			—			415,139
Stock-based compensation expense		—		—			1,017,612			—			—			1,017,612
Payment to non-controlling interests		—		—			—			—			(373,830	)		(373,830	)
Balance as at March 31, 2019		124,441,382		1,563,090			6,005,988			(24,470,849	)		2,543,134			110,082,745

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(3)

Akumin Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-months ended March 31, 2019 $			Three-months ended March 31, 2018 $
Cash flows provided by (used in)
Operating activities
Net income for the period		2,619,088			2,111,426
Adjustments for
Depreciation and amortization		6,130,223			2,107,745
Stock-based compensation		1,017,612			1,616,569
Impairment of property and equipment		—			187,021
Interest expense accretion of debt		115,731			197,222
Financial instruments revaluation, unrealized foreign exchange loss and other (gains) losses		57,390			(35,230	)
Changes in non-cash working capital
Accounts receivable		(6,223,346	)		(2,512,904	)
Prepaid expenses, security deposits and other assets		265,147			(554,196	)
Accounts payable and accrued liabilities		(230,884	)		(1,971,041	)
		3,750,961			1,146,612
Investing activities
Property and equipment and intangible assets		(2,156,859	)		(1,951,511	)
Business acquisitions – net of cash acquired		69,575			—
Acquisition of non-controlling interests		—			(5,975	)
		(2,087,284	)		(1,957,486	)
Financing activities
Loan repayments		(90,081	)		—
Leases – principal payments		(2,044,489	)		(68,199	)
Common shares		415,139			—
Payment to non-controlling interests		(373,830	)		(1,388,910	)
		(2,093,261	)		(1,457,109	)
Decrease in cash during the period		(429,584	)		(2,267,983	)
Cash – Beginning of period		19,326,412			12,145,481
Cash – End of period		18,896,828			9,877,498
Supplementary information
Interest expense paid		3,346,927			1,151,290
Income taxes paid (recovery)		(9,597	)		101,520

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(4)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

1 Presentation of condensed interim consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Florida, Delaware, Pennsylvania, Texas, Illinois and Kansas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Texas, Illinois and Kansas and a billing and revenue cycle management business, Rev Flo, Inc., whose operations were merged into Akumin’s wholly owned subsidiary, Akumin Corp. on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and the wholly owned subsidiaries of Akumin Holdings Corp., namely, Akumin Corp., Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed and Akumin FL, LLC (Akumin FL) (collectively, the Subsidiaries), all of which are located in the United States.

2 Basis of preparation

These condensed interim consolidated financial statements for the three months ended March 31, 2019 have been prepared in accordance with International Accounting Standard (IAS) 34—Interim Financial Reporting. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (IFRS) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 and for the fifteen months ended December 31, 2017, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2018 consolidated financial statements, except for changes to the accounting policies described in note 3.

Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal period.

The condensed interim consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

(5)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

On May 14, 2019, the Board of Directors (the Board) authorized the condensed interim consolidated financial statements for issuance.

3 Summary of significant accounting policies

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16, Leases (IFRS 16) and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company adopted IFRS 16 as at January 1, 2019, with modified retrospective application without restatement of prior year comparatives. Another new standard was also adopted as at January 1, 2019, IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s condensed interim consolidated financial statements.

Adoption of IFRS 16

During 2016, the International Accounting Standards Board issued IFRS 16, Leases (IFRS 16), replacing IAS 17, Leases (IAS 17) and related interpretations. The standard introduces a single, on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessees recognize a right of use asset representing its control of and right to use the underlying asset and a lease liability representing its obligation to make future lease payments. As a result of adoption of IFRS 16 on January 1, 2019, the Company has recognized an increase of $110,902,436 to both property, plant and equipment and lease liabilities on its condensed interim consolidated balance sheets. Lessor accounting remains similar to IAS 17.

IFRS 16 became effective for annual periods beginning on or after January 1, 2019. For leases where the Company is the lessee, it had the option of adopting a fully retrospective approach or a modified retrospective approach on transition to IFRS 16. The Company adopted the standard on January 1, 2019 using the modified retrospective approach. The Company applied the requirements of the standard retrospectively with no restatement of the comparative period. Under the modified retrospective approach, the Company chose to measure all right of use assets retrospectively as if the standard had been applied since lease commencement dates, which is January 1, 2019 for purposes of the Company’s IFRS 16 adoption. Substantially all of the Company’s operating leases are real estate leases for its imaging centres and corporate offices and for medical equipment. Other leased assets include office equipment. The Company recognized right of use assets and lease liabilities for its operating leases except for certain classes of underlying assets in which the underlying asset was considered be of low-value; however, the Company may choose to elect the recognition exemptions regarding short-term leases on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future. Due to the removal of rent expense for leases, the Company’s operating expenses are reduced with a corresponding increase to depreciation and an increase to interest costs (due to accretion of the lease liability). There are no significant impacts to the Company’s existing finance leases under IAS 17 as a lessee.

(6)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

IFRS 16 permits the use of recognition exemptions and practical expedients. The Company applied the following recognition exemptions and practical expedients:

• Grandfathered the definition of leases for existing contracts at the date of initial application;

• Excluded certain low-value leases from IFRS 16 lease accounting;

• Applied a single discount rate to a portfolio of leases with reasonably similar characteristics at the date of initial application;

• Excluded initial direct costs from the measurement of right-of-use assets at the date of initial application;

• Used hindsight in determining lease term at the date of initial application; and

• Relied on its assessment of whether leases are onerous applying IAS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.

The Company used its incremental borrowing rates as at January 1, 2019 to measure lease liabilities. The weighted average incremental borrowing rate for total lease liabilities is 6.0%. Prior to adopting IFRS 16, the Company’s total minimum operating lease commitments as at December 31, 2018 were $163,728,644 (note 15 of the Company’s 2018 annual financial statements). These lease commitments included optional renewal terms where the Company expects to renew the leases. The difference between this amount and the lease liabilities of $110,902,436 recognized on transition on January 1, 2019 was due to the effect of discounting on the minimum lease payments.

Changes to accounting policies for leases

The Company did not restate prior year comparative information under the modified retrospective approach. Therefore, the comparative information continues to be reported under IAS 17 and related interpretations.

Lessee accounting policy as a lessee

Applicable from January 1, 2019, the Company recognizes a right of use asset and a lease liability based on the present value of future lease payments when a lessor makes the leased asset available for use by the Company. Lease payments for assets that are exempt through the low-value exemption are recognized in operating expenses. The measurement of lease liabilities includes the fixed and in-substance fixed payments and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Certain leases require the Company to make payments that relate to property taxes, insurance, and other non-rental costs. These costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability. If applicable, lease liabilities will also include the purchase option exercise price if the Company is reasonably certain to exercise that option, termination penalties if the lease term also reflects the termination option and amounts expected to be payable under a residual value guarantee. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest method. Lease liabilities are remeasured when there is a change in lease term, a change in the assessment of an option to purchase the leased asset, a change in expected residual value guarantee, or a change in future lease payments due to a change in index or rate tied to the payment.

(7)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

The right of use assets are measured at the initial amount of the lease liabilities plus any lease payments made at or before the commencement date net of lease incentives received, and decommissioning costs. Subsequent to initial measurement, the Company applies the cost model to the right of use assets with the exception of the fair value model application to right of use assets that meet the definition of investment property in IAS 40, Investment Property. Right of use assets are measured at cost less accumulated depreciation, accumulated impairment losses governed by IAS 36, and any remeasurements of lease liabilities. The assets are depreciated on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms.

Discount rates used in the present value calculation are the interest rates implicit in the leases, or if the rates cannot be readily determined, the Company’s incremental borrowing rates. Lease terms applied are the contractual non-cancellable periods of the leases plus periods covered by an option to renew the leases if the Company is reasonably certain to exercise that option and the periods covered by an option to terminate the leases if the Company is reasonably certain not to exercise that option.

The Company has elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.

Critical accounting estimates and judgments for leases

The management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. The management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including operational performance and past business practice. The periods covered by renewal options are only included in the lease term if the management is reasonably certain to renew. Changes in the economic environment or changes in the industry may impact the management’s assessment of lease term, and any changes in the management’s estimate of lease terms may have a material impact on the Company’s condensed interim consolidated balance sheet and the condensed interim consolidated statements of net income and comprehensive income.

In determining the carrying amount of right of use assets and lease liabilities, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. The management determines the incremental borrowing rate of each leased asset by incorporating the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates in. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment.

4 Business combinations

i) On August 15, 2018, the Company announced that, through a subsidiary, it had acquired 11 outpatient diagnostic imaging centres in the Tampa Bay Area (the Rose Acquisition) for a cash consideration of approximately $24.6 million, which was financed through the Syndicated Term Loan (note 8). Subsequent

(8)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

to the completion of the acquisition, the Company, in accordance with the purchase agreement, prepared a working capital statement as of the closing date and determined a working capital asset of $323,983 due to the Company. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete. During the three months ended March 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

	March 31, 2019 $		December 31, 2018 $
Assets acquired
Current assets
Cash		1,045,574		1,045,574
Accounts receivable		4,518,411		1,319,148
Prepaid expenses		74,582		74,582
		5,638,567		2,439,304
Non-current assets
Property and equipment		8,637,953		8,637,953
Intangible assets		1,330,000		1,330,000
		9,967,953		9,967,953
		15,606,520		12,407,257
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		2,211,319		2,211,319
Non-current liabilities
Wesley Chapel Loan (note 9)		1,908,456		1,908,456
Deferred tax liability		1,755,083		1,755,083
		5,874,858		5,874,858
Net assets acquired		9,731,662		6,532,399
Goodwill		14,554,338		17,753,601
Purchase price		24,286,000		24,286,000

(9)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

ii) On November 1, 2018, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Kissimmee, Florida for a cash consideration of approximately $1.2 million (Kissimmee Acquisition), which was partly financed through the Syndicated Revolving Facility (note 8). In accordance with the transaction agreement, $250,000 of this purchase price (Holdback Fund) was paid subsequent to the end of the current quarter. The cash purchase price was increased during the three months ended March 31, 2019 by approximately $65,408 due to working capital adjustments in accordance with the purchase agreement. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. During the three months ended March 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

	March 31, 2019 $		December 31, 2018 $
Assets acquired
Current assets
Accounts receivable		521,034		—
Non-current assets
Security deposits		48,000		48,000
Property and equipment		282,500		282,500
		330,500		330,500
		851,534		330,500
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		116,440		117,916
Net assets acquired		735,094		212,584
Goodwill		555,314		1,012,416
Purchase price		1,290,408		1,225,000

iii) On November 9, 2018, the Company acquired four outpatient diagnostic imaging centres in Broward County, Florida for a cash consideration of approximately $12.1 million (Broward Acquisition), which included assumption of leases (excluding right to use assets) of approximately $1.3 million. It was partly financed through the Syndicated Revolving Facility (note 8). The cash purchase price was reduced during the three months ended March 31, 2019 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete. During the three months ended March 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

(10)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

	March 31, 2019 $		December 31, 2018 $
Assets acquired
Current assets
Accounts receivable		2,635,890		—
Prepaid expenses		53,100		53,100
		2,688,990		53,100
Non-current assets
Property and equipment		2,662,363		2,662,363
Intangible assets		740,000		740,000
		3,402,363		3,402,363
		6,091,353		3,455,463
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		863,871		863,871
Non-current liabilities
Finance leases		1,256,413		1,256,413
		2,120,284		2,120,284
Net assets acquired		3,971,069		1,335,179
Goodwill		6,689,516		9,460,388
Purchase price		10,660,585		10,795,567

5 Accounts receivable

	March 31, 2019 $		December 31, 2018 $
Accounts receivable		52,820,264		38,284,265
Less: Allowance for credit losses		10,430,231		8,473,764
		42,390,033		29,810,501

The allowance for credit losses includes a provision for credit losses expense for the three months ended March 31, 2019 of $1,956,467 (2018 – $1,377,906).

(11)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

Collectibility of the receivables is reviewed regularly and an allowance based on lifetime expected credit losses is established as necessary. Current economic conditions and historical collection experience are considered when determining whether to make an allowance. The same factors are considered when determining whether to write off amounts charged to the allowance for credit losses. During the three months ended March 31, 2019, the Company revised its approach to credit loss estimation to better align with historical and expected collection life cycles. As a result, the Company increased the age of the auto and attorney related accounts receivable without a full provision on its balance sheet to up to two years from one year, while leaving unchanged the age of the non-auto and attorney related accounts receivable without a full provision on its balance sheet at up to one year. The aging of these receivables, net of allowances, is as follows:

	March 31, 2019 $		December 31, 2018 $
Accounts receivable
0 – 90 days		19,583,558		11,940,989
91 – 180 days		7,497,981		6,722,767
More than 180 days		15,308,494		11,146,745
		42,390,033		29,810,501

The activity of the allowance for credit losses for the period is as follows:

	March 31, 2019 $		December 31, 2018 $
Allowance – Beginning of period		8,473,764		4,553,094
Provision for credit losses for the period		1,956,467		6,680,710
Writeoffs		—		(2,760,040	)
Allowance – End of period		10,430,231		8,473,764

(12)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

6 a) Property and equipment

	Furniture and fittings $		Office equipment $		Leasehold improvements $		Medical equipment $			Equipment under finance leases $		Computer equipment $		Total $
Cost
Balance – December 31, 2017		533,434		186,097		8,880,333		37,043,853			7,481,192		86,165		54,211,074
Additions		143,920		2,140		518,516		8,977,339			924,625		23,161		10,589,701
Business acquisitions		—		—		682,635		11,362,768			1,256,413		—		13,301,816
Disposals		—		—		—		(861,067	)		—		—		(861,067	)
Impairment		—		—		—		(963,335	)		—		—		(963,335	)
Balance – December 31, 2018		677,354		188,237		10,081,484		55,559,558			9,662,230		109,326		76,278,189
Additions		37,748		—		343,000		1,816,761			—		16,000		2,213,509
Disposals		—		—		—		(133,350	)		—		—		(133,350	)
Balance – March 31, 2019		715,102		188,237		10,424,484		57,242,969			9,662,230		125,326		78,358,348
Accumulated depreciation
Balance – December 31, 2017		105,028		86,270		968,363		8,588,397			2,413,325		46,764		12,208,147
Depreciation		71,790		31,017		847,374		7,120,289			1,065,782		15,831		9,152,083
Disposals		—		—		—		(328,975	)		—		—		(328,975	)
Impairment		—		—		—		(320,654	)		—		—		(320,654	)
Balance – December 31, 2018		176,818		117,287		1,815,737		15,059,057			3,479,107		62,595		20,710,601
Depreciation		19,330		7,813		232,665		2,265,842			346,517		5,207		2,877,374
Disposals		—		—		—		(35,188	)		—		—		(35,188	)
Balance – March 31, 2019		196,148		125,100		2,048,402		17,289,711			3,825,624		67,802		23,552,787
Net book value
December 31, 2017		428,406		99,827		7,911,970		28,455,456			5,067,867		39,401		42,002,927
December 31, 2018		500,536		70,950		8,265,747		40,500,501			6,183,123		46,731		55,567,588
March 31, 2019		518,954		63,137		8,376,082		39,953,258			5,836,606		57,524		54,805,561

Depreciation expense for the three months ended March 31, 2019 was $2,877,374 (2018 – $1,974,267). During the three months ended March 31, 2019, the Company had net disposals of $98,162 (2018 – $nil) and impairment of medical equipment and equipment under finance leases of $nil (2018 – $187,021).

(13)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

b) Real estate and equipment (right of use assets)

	Equipment $		Real estate $			Total $
Cost
Balance – December 31, 2018		—		—			—
Additions		2,994,223		107,908,213			110,902,436
Business acquisitions		—		—			—
Disposals		—		(4,988	)		(4,988	)
Balance – March 31, 2019		2,994,223		107,903,225			110,897,448
Accumulated depreciation
Balance – December 31, 2018		—		—			—
Depreciation		326,100		2,670,395			2,996,495
Disposals		—		(4,988	)		(4,988	)
Balance – March 31, 2019		326,100		2,665,407			2,991,507
Net book value
December 31, 2018		—		—			—
March 31, 2019		2,668,123		105,237,818			107,905,941

Depreciation expense for the three months ended March 31, 2019 was $2,996,495 (2018 – $nil). During the three months ended March 31, 2019, the Company had net disposals of $nil (2018 – $nil).

7 a) Finance lease liabilities

As at March 31, 2019, the Company’s finance lease liabilities were $3,975,146 (December 31, 2018 – $4,177,015). Of these obligations, the liabilities due within one year are $861,573. Interest expense accrued and paid during the three months ended March 31, 2019 was $60,263 (2018 – $42,804) and lease payments were $201,870 (2018 – $68,199).

b) Other lease liabilities

As at March 31, 2019, the Company’s other lease liabilities were $109,059,817 (December 31, 2018 – $nil). Of these obligations, the liabilities due within one year are $7,644,028. Interest expense accrued and paid during the three months ended March 31, 2019 was $1,594,019 (2018 – $nil) and lease payments were $1,842,619 (2018 – $nil).

8 Bank loans payable

The Syndicated Loans (or the Bank Loans) and Wesley Chapel Loan (note 9) are collectively referred to as the Senior Loans.

(14)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

i) Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the Syndicated Credit Agreement) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (Syndicated Term Loan) of $100,000,000 (face value) and a revolving credit facility of $30,000,000, of which $11,900,000 was utilized as at March 31, 2019 (the Syndicated Revolving Facility, and together with the Syndicated Term Loan, the Syndicated Loans). The Syndicated Loans can be increased by an additional $40,000,000 subject to certain conditions. The Company used $11,900,000 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition during the three months ended December 31, 2018. The proceeds of the Syndicated Term Loan were used to completely settle Akumin’s previous senior loan for $74,634,848, finance the Rose Acquisition in August 2018 and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000,000, net of debt issuance costs of approximately $2.2 million. The fair value of the Syndicated Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

	March 31 2019 $		December 31, 2018 $
Syndicated Loans		109,983,008		109,872,412
Less: Current portion		3,750,000		2,500,000
		106,233,008		107,372,412

Subject to the provisions described below, the minimum annual principal payments with respect to the Syndicated Loans (face value) are as follows:

	$
April 1, 2019 to December 31, 2019		2,500,000
2020		5,000,000
2021		5,000,000
2022		5,000,000
2023		94,400,000
		111,900,000

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at March 31, 2019 represented an asset to the Company of $3,731. Changes in the fair value of this derivative are recognized in the condensed interim consolidated statements of net income and comprehensive income.

(15)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

The Syndicated Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the Syndicated Credit Agreement):

Interest

The interest rates payable on the Syndicated Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the Syndicated Loans are currently classified as Eurodollar Rate Loans. The interest rate paid under the Syndicated Credit Agreement as at March 31, 2019 was approximately 6.1% per annum (March 31, 2018 – nil%). With respect to interest rate sensitivity at March 31, 2019, a 1% increase in variable interest rates would have increased interest expense for the three-month period ended March 31, 2019 by approximately $276,000 (March 31, 2018 – $nil).

Payments

The minimum principal payment schedule for the Syndicated Loans is noted herein.

Termination

The termination date of the Syndicated Loans is the earliest of (i) August 15, 2023; and (ii) the date on which the Obligations become due and payable pursuant to the Syndicated Credit Agreement.

Restrictive covenants

In addition to certain covenants, the Syndicated Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

Financial covenants

The Syndicated Credit Agreement contains financial covenants including certain leverage ratios.

The Company is in compliance with the financial covenants and has no events of default under the Syndicated Credit Agreement as at March 31, 2019.

(16)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

Events of default

In addition to the above financial covenants, events of default under the Syndicated Credit Agreement include, among others, failure to pay principal of or interest on any Syndicated Loan when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the Syndicated Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the Syndicated Loans.

9 Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan, and collectively with the Bank Loans, the Senior Loans) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

	March 31, 2019 $		December 31, 2018 $
Wesley Chapel Loan		1,710,681		1,796,186
Less: Current portion		371,776		367,167
		1,338,905		1,429,019

(17)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
April 1, 2019 to December 31, 2019		277,085
2020		385,952
2021		405,698
2022		426,454
2023		296,356
		1,791,545

The Wesley Chapel Loan provides for the following terms:

Interest

5.0%.

Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

Termination

August 15, 2023.

Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

Financial covenants

None.

Events of default

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

(18)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

The Company has no events of default under the Wesley Chapel Loan as at March 31, 2019.

Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

10 Subordinated notes payable

	March 31, 2019 $		December 31, 2018 $
Subordinated note		1,492,792		1,492,233
Subordinated note – earn-out		173,237		169,642
		1,666,029		1,661,875

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14). According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount annually on each anniversary of the Subordinated Note agreement.

The principal balance of the Subordinated Note is subject to increase by an earn-out (Subordinated Note – Earn-out) of up to an additional $4.0 million during the three calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

(19)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income and comprehensive income. Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 14). The Subordinated Note – Earn-out was revalued at $173,237 as at March 31, 2019 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income and comprehensive income. As at March 31, 2019, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

Payments and termination

Under the Subordinated Note, the principal amount of $1,500,000 and accrued but unpaid interest is due in full on May 11, 2022 (the Maturity Date). Prior to the Maturity Date, the Company may repay, without penalty, all or any portion of the Subordinated Note, including the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note include failure to pay principal balance or interest when due, defaults in complying with terms of the Subordinated Note, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare all amounts borrowed (and any Subordinated Note – Earn-out, once earned), together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

(20)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note as at March 31, 2019.

(21)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

11 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount		Number			Amount			Number			Amount			Number		Amount
			$					$						$					$
December 31, 2017		51,416,323		83,771,904		1,196,407			1,310,661			1,611,316			469,967			54,224,046		85,552,532
Issuance (i)		9,677,397		36,153,950		525,000			734,379			315,000			5,020,983			10,517,397		41,909,312
RSUs and warrants exercised		1,277,555		3,820,569		(471,895	)		(302,130	)		(805,660	)		(2,819,803	)		—		698,636
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443		128,160,480
Issuance (i)		—		—		—			—			—			469,806			—		469,806
RSUs and warrants exercised		205,495		694,959		(180,495	)		(179,820	)		(25,000	)		(100,000	)		—		415,139
March 31, 2019		62,576,770		124,441,382		1,069,017			1,563,090			1,095,656			3,040,953			64,741,443		129,045,425

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed interim consolidated financial statements.

(22)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

During the three months ended March 31, 2018, the following equity issuances occurred at the Company:

In accordance with the authorization from the Board in November 2017, 230,000 RSUs were granted to certain employees of the Company on January 1, 2018. Subsequently, on March 1, 2018, the Board authorized issuance of 35,000 RSUs on March 1, 2018 and 50,000 RSUs on March 12, 2018 to certain employees of the Company. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are valued based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board.

During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

a) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) As previously noted, the Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were converted to common shares prior to March 31, 2019.

The stock-based compensation related to RSUs, recognized in the condensed interim consolidated statements of net income and comprehensive income for the three months ended March 31, 2019, was $469,806 (2018 – $1,517,166).

The stock-based compensation related to options, recognized in the condensed interim consolidated statements of net income and comprehensive income for the three months ended March 31, 2019, was $547,806 (2018 – $99,403).

12 Commitments and contingencies

The Company is involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

13 Segmented financial information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

(23)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

14 Risk management arising from financial instruments

The carrying value of cash, accounts receivable and accounts payable and accrued liabilities approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the market rates of interest is insignificant. The estimated fair values of other non-current assets and liabilities were as follows:

	March 31, 2019 $			December 31, 2018 $
Loans to related parties		495,700			495,000
Bank Loans payable		110,418,000			110,244,000
Wesley Chapel Loan payable		1,739,000			1,823,000
Subordinated notes payable		1,476,500			1,476,000
Subordinated notes – earn-out		173,237			169,642
Derivative financial instruments		(3,731	)		(16,014	)
		113,803,006			113,696,628

Financial instruments recorded at fair value on the condensed interim consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The loans to related parties, the Syndicated Loans, Wesley Chapel Loan, Subordinated Notes and Subordinated Notes – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out is subsequently remeasured at fair value under the Level 3 category.

There were no transfers between levels during the three months ended March 31, 2019 and the twelve months ended December 31, 2018.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

(24)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	March 31, 2019 $			December 31, 2018 $
Cash		18,896,828			19,326,412
Accounts receivable		42,390,033			29,810,501
Loans to related parties		500,000			500,000
Financial assets measured at amortized cost		61,786,861			49,636,913
Accounts payable and accrued liabilities		16,633,116			16,865,477
Short-term portion of Senior Loans payable		4,121,776			2,867,167
Short-term portion of leases		8,505,601			851,183
Long-term portion of Senior Loans payable		107,571,913			108,801,431
Long-term portion of leases		104,529,362			3,325,832
Subordinated Notes payable		1,492,792			1,492,233
Financial liabilities measured at amortized cost		242,854,560			134,203,323
Subordinated Notes – earn-out		173,237			169,642
Derivative financial instruments		(3,731	)		(16,014	)
Measured at fair value through profit or loss		169,506			153,628

15 Basic and diluted income per share

	Three-month period ended March 31, 2019 $		Three-month period ended March 31, 2018 $
Net income attributable to common shareholders		2,169,324		1,159,680
Weighted average common shares outstanding
Basic		62,422,856		51,416,323
Diluted		64,240,457		53,191,491
Net income per share
Basic and diluted		0.03		0.02

16 Settlement costs (recoveries)

During the three months ended March 31, 2019, the Company experienced settlement recoveries of $1,216,851 (2018 – settlement costs of $52,834). The Company received approximately $1.17 million of the recoveries in the three months ended March 31, 2019 from the escrow fund maintained for the sellers of PMI as a result of an indemnity claim under the purchase agreement for PMI.

(25)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2019

(expressed in US dollars unless otherwise stated)

17 Subsequent events

i) On April 1, 2019, the Company acquired substantially all of the assets used in connection with a single imaging centre located in Davie, Florida (Davie Acquisition) from the former operators of such centre for a purchase price of $450,000. The Company is in the process of determining the preliminary purchase price allocation.

ii) On April 15, 2019, the Company announced that it had, through its wholly-owned subsidiary Akumin Corp., entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres are managed by ADG’s management team. Pursuant to the purchase agreements, the Company would acquire all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the Targets).

The total purchase price for the Targets is approximately $214 million, of which $25 million would be satisfied by the issuance of the Company’s common shares at a price of $4.00 per share. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs. Closing of the transactions is expected to occur during the second quarter of 2019 and is subject to customary closing conditions.

In connection with the acquisition of the Targets, the Company also announced that it had entered into a binding commitment letter with certain lenders (the Lenders), pursuant to which the Lenders would provide Akumin Corp. with credit facilities totaling $380 million, of which $330 million would be advanced as a term facility and $50 million would be a revolver. The proceeds of the term loan would be partly used to refinance the Bank Loans (face value $111.9 million) and to finance approximately $189 million of the purchase price payable in respect of the acquisition of the Targets.

(26)

EX-99.17

Exhibit 99.17

Management’s Discussion and

Analysis of Financial Condition

and Results of Operations

For the three-month periods ended March 31, 2019 and 2018

May 14, 2019

Table of Contents

Non-IFRS Measures	1
Forward-Looking Statements	1
Overview	3
Summary of Factors Affecting Our Performance	3
Number of Clinics	3
Competition	4
Industry Trends	4
How We Assess the Performance of Our Business	4
IFRS Measures	4
Non-IFRS Measures	5
Factors Affecting the Comparability of Our Results	6
Acquisition Activity	6
Newly Adopted Accounting Standards	6
Segments	6
Recent Developments	6
Acquisition-Related Activity	6
Exercise of Certain Outstanding Warrants	6
Subsequent Events	7
Results of Operations	8
Selected Consolidated Statements of Balance Sheet Information	10
Selected Financial Information	11
Liquidity and Capital Resources	12
General	12
Lending Arrangements and Debt	13
Financial Instruments	14
Off-Balance Sheet Arrangements	14
Share Information	14
Related Party Transactions	15
Critical Accounting Estimates	15
Disclosure Controls And Procedures And Internal Controls Over Financial Reporting	16
Risk Factors	17
Additional Information	17

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated May 14, 2019 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our condensed consolidated interim financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

• expected performance and cash flows;

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     1

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by insurance payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in the radiology and diagnostic imaging services industry;

• our ability to service existing debt;

• our ability to acquire new radiology and medical imaging centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete the acquisitions of new radiology and medical imaging centers;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

• market conditions in the capital markets and the radiology and medical imaging services industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     2

• no unforeseen changes in the regulatory environment for our services;

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States, with 95 centers located across Florida, Pennsylvania, Delaware, Texas, Illinois and Kansas as of March 31, 2019. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include MRI, CT, positron emission tomography (PET), radiology, ultrasound, diagnostic radiology (X-ray), mammography, arthrography and other related procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at Mar 31, 2019		As at Dec 31, 2018		As at Dec 31, 2017		As at Sep 30, 2016		As at Sep 30, 2015
Number of Diagnostic Imaging Facilities		95		96		74		39		14

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     3

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

• Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

• Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     4

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

(in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Net income attributable to shareholders of Akumin		2,169			1,160
Income tax provision		276			96
Depreciation and amortization		6,130			2,108
Interest expense		3,469			1,340
EBITDA		12,044			4,704
Adjustments:
Stock-based compensation		1,018			1,617
Impairment of property and equipment		—			187
Settlement costs (recoveries)		(1,217	)		53
Acquisition-related costs		786			177
Public offering costs		—			104
Financial instruments revaluation and other (gains) losses		57			(35	)
Sub-total		12,688			6,807
IFRS 16 impact on leases		(3,437	)		—
Adjusted EBITDA		9,251			6,807
Revenue		47,551			33,425
Adjusted EBITDA Margin		19	%		20	%
Adjusted EBITDA		9,251			6,807
Less:
Depreciation and amortization		6,130			2,108
Interest expense		3,469			1,340
Add:
IFRS 16 impact on depreciation and interest expense		4,591			—
Sub-total		4,243			3,359
Effective tax rate (1)		24.3	%		24.7	%
Tax effect		1,029			830
Adjusted net income attributable to shareholders of Akumin		3,214			2,529

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     5

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

Newly Adopted Accounting Standards

Our condensed consolidated interim financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16 and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company has initially adopted IFRS 16, Leases, as at January 1, 2019, with modified retrospective application. Other new standard that is also effective from January 1, 2019 onward is IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s financial statements. Please refer to note 3 of our condensed consolidated interim financial statements for further information on the adoption of these new accounting standards. Certain comparative information has been reclassified to conform to the presentation adopted in the current fiscal year.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the fiscal quarter ended March 31, 2019, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 28, 2019 for the year ended December 31, 2018, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Exercise of Certain Outstanding Warrants and RSUs

a) During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were expiring on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were converted into common shares prior to March 31, 2019.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     6

Subsequent Events

a) On April 1, 2019 the Company acquired substantially all of the assets used in connection with a single imaging centre located in Davie, Florida (Davie Acquisition) from the former operators of such centre for a purchase price of $450. The Company is in the process of determining the preliminary purchase price allocation.

b) On April 15, 2019, the Company announced that it had, through its wholly-owned subsidiary Akumin Corp., entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres are managed by ADG’s management team. Pursuant to the purchase agreements, the Company would acquire all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the Targets).

The total purchase price for the Targets is approximately $214 million of which $25 million would be satisfied by the issuance of the Company’s common shares at a price of $4.00 per share. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs. Closing of the transactions is expected to occur during the second quarter of 2019 and is subject to customary closing conditions. Collectively, the Targets produced an adjusted EBITDA of approximately $30.3 million on a last twelve months’ basis as at December 31, 2018.

In connection with the acquisition of the Targets, the Company also announced that it had entered into a binding commitment letter with certain lenders (the “Lenders”) pursuant to which the Lenders would provide Akumin Corp. with credit facilities totaling $380 million, of which $330 million would be advanced as a term facility and $50 million would be a revolver to be used primarily to fund future acquisitions. The proceeds of the term loan would be used to refinance the Bank Loans (face value $111.9 million) and to finance approximately $189 million of the purchase price payable in respect of the acquisition of the Targets, with the balance to be used for other potential acquisitions in the future.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     7

Results of Operations

(i) Three-month period ended March 31, 2019 compared to three-month period ended March 31, 2018

The following tables summarize our results of operations for the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2018.

(in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Service fees – net of allowances and discounts		46,955			32,863
Other revenue		596			562
Revenue		47,551			33,425
Employee compensation		17,803			11,345
Reading fees		6,987			4,658
Rent and utilities		1,892			3,459
Third party services and professional fees		3,553			2,916
Administrative		2,711			1,985
Medical supplies and other expenses		1,467			1,303
Depreciation and amortization		6,130			2,108
Stock-based compensation		1,018			1,617
Interest expense		3,469			1,340
Impairment of property and equipment		—			187
Settlement costs (recoveries)		(1,217	)		53
Acquisition related costs		786			177
Public offering costs		—			104
Financial instruments revaluation and other (gains) losses		57			(35	)
Income before income taxes		2,895			2,208
Income tax provision		276			96
Non-controlling interests		450			952
Net income attributable to shareholders of Akumin		2,169			1,160
Adjusted EBITDA (in thousands)	Three-month period ended Mar 31, 2019			Three-month period ended Mar 31, 2018
Revenue		47,551			33,425
Less:
Employee compensation		17,803			11,345
Reading fees		6,987			4,658
Rent and utilities		1,892			3,459
Third party services and professional fees		3,553			2,916
Administrative		2,711			1,985
Medical supplies and other expenses		1,467			1,303
IFRS 16 impact on leases		3,437			—
Sub-total		37,850			25,666
Non-controlling interests		450			952
Adjusted EBITDA		9,251			6,807
Adjusted EBITDA Margin		19	%		20	%

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     8

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended March 31, 2019 were 1,066 (in thousands) compared to 666 in the three-month period ended March 31, 2018. In fiscal 2018, the Company completed the Tampa Acquisition effective May 11, 2018, the Rose Acquisition effective August 15, 2018, the Kissimmee Acquisition effective November 1, 2018 and the Broward Acquisition effective November 9, 2018 (collectively, the “2018 Acquisitions”). Excluding the 2018 Acquisitions, on a same center volume basis, RVUs were 720 in the thee-month period ended March 31, 2019 compared to 666 in the three-month period ended March 31, 2018.

Revenue was $47,551 and $33,425 for the three-month periods ended March 31, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions. In the three-month period ended March 31, 2019, approximately 14% of service fee revenue was earned from auto/attorney payors, compared to approximately 9% in the three-month period ended March 31, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 34% to 37% in the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2018. This increase is mainly attributable to the 2018 Acquisitions, with increased presence in Florida, which is generally a lower reimbursement state.

Reading fees. For the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2018, reading fees, as a percentage of revenue, increased from 14% to 15%. The higher reading fees as a percentage of revenue are partly due to the 2018 Acquisitions.

Rent and utilities. For the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2018, rent and utilities decreased from 10% to 4% of revenue. This decrease is attributable to adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 10% of revenue in the three-month period ended March 31, 2019.

Third party services and professional fees. For the three-month period ended March 31, 2019, third party services and professional fees as a percentage of revenue were 7%, compared to 9% in the three-month period ended March 31, 2018. The decrease as a percentage of revenue is partly due to the 2018 Acquisitions and the fixed nature of certain costs included in third party services and professional fees.

Administrative expenses and medical supplies and other expenses. For the three-month period ended March 31, 2019 compared to the three-month period ended March 31, 2018, administrative expenses and medical supplies and other expenses decreased from 10% to 9% of revenue, mainly due to the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 10% of revenue in the three-month period ended March 31, 2019.

Adjusted EBITDA. Adjusted EBITDA for three-month ended March 31, 2019 was $9,251 compared to $6,807 for the three-month period ended March 31, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the thee-month period ended March 31, 2019 was 19% compared to 20% for the three-month period ended March 31, 2018.

Net income (loss) attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $2,169 (5% of revenue) for the three-month period ended March 31, 2019 and net income for the three-month period ended March 31, 2018 was $1,160 (3% of revenue). This increase in net income is mainly due to the timing of the above noted 2018 Acquisitions, the NCI Acquisitions and recoveries in the three-month period March 31, 2019, partly offset by higher acquisition related costs.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     9

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position (in thousands)	As at Mar 31, 2019		As at Dec 31, 2018
Cash		18,897		19,326
Total assets		353,111		240,778
Less: Right of use assets		107,906		—
Total assets, excluding right of use assets		245,205		240,778
Total debt (1)		226,395		117,507
Less: Other lease liabilities		109,060		—
Total debt, excluding other lease liabilities		117,335		117,507
Non-controlling interests		2,543		2,467
Shareholders’ equity		107,540		103,938

(1) Total debt consists of borrowing under the credit facility, subordinated debt including fair value of contingent consideration, Wesley Chapel Loan, and lease liabilities (including finance leases and other leases), including both the current and non-current portions.

Cash was $18,897 as at March 31, 2019, a decrease of $429, as compared to $19,326 as at December 31, 2018. The decrease in cash during the three-month period ended March 31, 2019 was due to $3,751 provided by operating activities offset by $2,087 and $2,093 used in investing activities and financing activities, respectively. The classification of cash flows was impacted by adoption of IFRS 16 effective January 1, 2019.

Accounts receivable were $42,390 as at March 31, 2019, an increase of $12,579, as compared to $29,811 as at December 31, 2018. The increase in accounts receivable is due to: $6,356 of accounts receivable recognized in the purchase price allocations for Rose Acquisition, Kissimmee Acquisition and Broward Acquisition, increased business with attorney/auto payors, which have a longer collection cycle, increased revenue in the quarter and seasonally lower collections during the first quarter of the calendar year. As at March 31, 2019, the Company’s days of sales outstanding were approximately 81 days. Excluding attorney/auto payors, days of sales outstanding were approximately 65 days.

Property and equipment was $162,712 as at March 31, 2019, an increase of $107,144, as compared to $55,568 as at December 31, 2018. This increase is mainly attributable to $110,902 in right of use assets recognized upon adoption of IFRS 16, $2,214 in capital expenditures, partly offset by $5,874 in depreciation and net disposals of $98.

Intangible assets were $3,412 as at March 31, 2019, a decrease of $257, as compared to $3,669 as at December 31, 2018. This decrease is attributable to amortization of $257 recorded in the period.

Goodwill was $124,113 as at March 31, 2019, a decrease of $6,427 as compared to $130,540 as at December 31, 2018. This decrease is mainly attributable revisions to accounts receivable recognized in the purchase price allocations for the Rose Acquisition, the Kissimmee Acquisition and the Broward Acquisition.

Total debt (excluding other lease liabilities) was $117,335 as at March 31, 2019, a decrease of $172 as compared to $117,507 as at December 31, 2018. This decrease is attributable to reduction in finance lease liabilities ($202) and debt principal repayments ($90), partly offset by non-cash interest accretion ($116) and loss on revaluation of Subordinated Note – Earn-out ($4).

The Company’s shareholders’ equity was $107,540 as at March 31, 2019, an increase of $3,602 as compared to $103,938 as at December 31, 2018. This increase is due to $415 in warrants exercised, increase to contributed surplus of $1,018, and net income of $2,169 earned by the Company during the three-month period ended March 31, 2019.

Non-controlling interests were $2,543 as at March 31, 2019, an increase of $76, as compared to $2,467 as at December 31, 2018. The non-controlling interests are associated with the Texas Acquisition. In the three-month period ended March 31, 2019, net income attributable to the non-controlling interests was $450, offset by distributions of $374.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     10

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
(in thousands, except EPS) (1)	2019			2018			2018			2018			2018			2017			2017			2017
RVUs		1,066			1,020			850			756			666			n/a			n/a			n/a
Revenue (2)		47,551			45,452			39,131			36,774			33,425			35,239			24,107			17,151
Adjusted EBITDA		9,251			9,200			8,285			8,260			6,807			8,272			2,184			3,048
Adjusted EBITDA Margin		19	%		20	%		21	%		23	%		20	%		23	%		9	%		18	%
Depreciation and amortization		6,130			3,003			2,577			2,164			2,108			2,063			1,623			1,079
IFRS 16 impact on depreciation		2,996			—			—			—			—			—			—			—
Depreciation and amortization excluding IFRS 16 impact		3,134			3,003			2,577			2,164			2,108			2,063			1,623			1,079
Interest expense		3,469			1,778			1,482			1,379			1,340			1,398			1,291			949
IFRS 16 impact on interest expense		1,594			—			—			—			—			—			—			—
Interest expense excluding IFRS 16 impact		1,875			1,778			1,482			1,379			1,340			1,398			1,291			949
Net income (loss) attributable to shareholders of Akumin		2,169			2,210			195			1,436			1,160			2,579			(9,989	)		514
EPS – Basic		0.03			0.04			0.00			0.02			0.02			0.06			(0.29	)		0.02
EPS – Diluted		0.03			0.04			0.00			0.02			0.02			0.06			(0.29	)		0.02
Effective tax rate (3)		24.3	%		24.7	%		24.7	%		24.7	%		24.7	%		36.5	%		36.5	%		36.5	%
Adjusted net income (loss) attributable to shareholders of Akumin		3,214			3,328			3,183			3,552			2,530			3,055			(464	)		648
Adjusted EPS – Basic		0.05			0.05			0.05			0.06			0.05			0.07			(0.01	)		0.02
Adjusted EPS – Diluted		0.05			0.05			0.05			0.06			0.05			0.07			(0.01	)		0.02
Cash		18,897			19,326			20,370			19,814			9,877			12,145			11,156			6,220
Total assets		353,111			240,778			220,782			189,330			171,276			170,748			164,536			59,978
Right of use assets		107,906			—			—			—			—			—			—			—
Total assets, excluding right of use assets		245,205			240,778			220,782			189,330			171,276			170,748			164,536			59,978
Total debt		226,395			117,507			103,620			76,015			75,930			75,765			84,002			36,743
Other lease liabilities (4)		109,060			—			—			—			—			—			—			—
Total debt, excluding other lease liabilities		117,335			117,507			103,620			76,015			75,930			75,765			84,002			36,743
Non-controlling interests		2,543			2,467			2,549			2,474			5,872			6,341			6,595			—
Shareholders’ equity		107,540			103,938			100,491			98,595			76,867			74,065			59,822			16,469
Capital (5)		205,978			202,119			183,741			154,796			142,920			137,685			132,668			46,992

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Due to the adoption of IFRS 15 effective January 1, 2018, comparative revenue figures have been restated and are now reported net of provision for credit losses. Please refer to note 2 of the December 31, 2018 consolidated financial statements.

(3) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(4) Other lease liabilities include leases other than finance leases.

(5) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     11

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected financial information on a last twelve-month (“LTM”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, during the LTM period ended March 31, 2019, the Company made the following acquisitions: Tampa Acquisition (May 11, 2018), NCI Acquisitions (May 24, 2018), Rose Acquisition (August 15, 2018), Kissimmee Acquisition (November 1, 2018) and Broward Acquisition (November 9, 2018). As a result, the LTM period ended March 31, 2019 does not contain a full twelve months contribution from these acquisitions. The Company monitors the following information to measure its overall financial performance.

	LTM			LTM			LTM			LTM
(in thousands, except EPS)	Q1 2019			Q4 2018			Q3 2018			Q2 2018
Revenue		168,909			154,782			144,569			129,545
Adjusted EBITDA		34,996			31,775			31,624			25,523
Adjusted EBITDA Margin		21	%		21	%		22	%		20	%
Adjusted EPS—Diluted (1)		0.21			0.20			0.23			0.17
Adjusted Return on Capital (“ROC”) (2)		10	%		10	%		10	%		12	%
Adjusted Return on Equity (“ROE”) (3)		14	%		13	%		15	%		15	%

(1) Adjusted EPS – Diluted is calculated as the sum of the last four quarters’ Adjusted EPS—Diluted.

(2) Adjusted ROC is defined as LTM Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such debt and equity issuances are noted in the Company’s consolidated financial statements for the three-month period ended March 31, 2019.

As at March 31, 2019, the Company had cash of $18,897.

As at March 31, 2019, the Company had $117,335 of senior loans payable, subordinated note payable, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of March 31, 2019, $4,983 of these liabilities are due within one year.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     12

As at March 31, 2019, we had other lease liabilities of $109,060, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of March 31, 2019, $7,644 of these liabilities are due within one year. As at March 31, 2019, the Company had finance lease liabilities of $3,975. As of March 31, 2019, $862 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital raising in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

Syndicated Loan

The Company entered into a credit agreement dated August 15, 2018 (the “Syndicated Credit Agreement”) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (“Syndicated Term Loan”) of $100,000 (face value) and a revolving credit facility of $30,000, of which, $11,900 was utilized as of March 31, 2019 (the “Syndicated Revolving Facility”, and together with the “Syndicated Term Loan”, the “Syndicated Loans”). The Syndicated Loans can be increased by an additional $40,000 subject to certain conditions. The Company used $11,900 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition. The proceeds of the Syndicated Term Loan were used to completely settle the August 2017 Term Loan for $74,635, finance the Rose Acquisition, and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000, net of debt issuance costs of approximately $2.2 million. As of March 31, 2019, the face value of the Syndicated Loans was $111,900 (amortized cost of $109,983).

Wesley Chapel Loan

As part of the Rose Acquisition the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of March 31, 2019, the face value of the Wesley Chapel Loan was $1,791 (amortized cost of $1,711).

Subordinated Note Payable

As part of the Tampa Acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement. As of March 31, 2019, the face value of the Subordinated Note was $1,500 (amortized cost of $1,493).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note—Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note—Earn-out was revalued at $173 as at March 31, 2019 and the change in fair value was recognized in the consolidated statement of net income (loss) and comprehensive income (loss).

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     13

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, loans to related parties, accounts payable and accrued liabilities, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the loans to related parties, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

Financial assets measured at amortized cost include cash, accounts receivable and loans to related parties. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, Syndicated Loans, Wesley Chapel Loan and Subordinated Note. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out as a financial liability at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. There have been no significant changes to those risks impacting the Company since December 31, 2018, nor has there been a significant change in the composition of its financial instruments since December 31, 2018.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of $180.

Share Information

As of the date of this MD&A, we have 62,576,770 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 4,213,268 common shares, or approximately 6.73% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, including RSUs that are not yet exercisable, we would be required to issue up to an additional 1,095,656 common shares, or approximately 1.75% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Further, as of the date of this MD&A, there are 1,069,017 warrants to purchase common shares which are issued and outstanding. If those warrants were to be exercised, we would be required to issue an additional 1,069,017 common shares, or approximately 1.71% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     14

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s condensed consolidated interim financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

On February 9, 2018, the Company announced that certain senior officers and directors of the Company acquired an aggregate of 532,857 common shares of the Company at $3.50 per share for total cash consideration of $1,865. The shares were acquired pursuant to a previous exercise of a call option by Z Strategies Inc., a corporation controlled by Riadh Zine, the President and Chief Executive Officer of the Company. The call option was entered into in connection with Akumin US’s acquisition of Preferred Medical Imaging, LLC effective August 9, 2017 at the request of certain selling securityholders of Preferred Medical Imaging, LLC. On February 8, 2018, Akumin US agreed to lend an aggregate of $500 to the Company’s President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary in connection with the purchase by such officers of a total of approximately 142,857 common shares under that call option, as nominees of Z Strategies Inc. The principal amount remaining from time to time unpaid and outstanding on such loan shall bear interest at 6% per annum and will be payable on the maturity date, being February 8, 2021. Those borrowing officers of the Company have granted a security interest in the common shares purchased by them with the loan proceeds in favour of Akumin US.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost less loss allowances. During the three-month period ended March 31, 2019 the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     15

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and insurance companies for such services.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     16

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 28, 2019 for its fiscal year ended December 31, 2018, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols “AKU.U” and “AKU”.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q1 2019     17

EX-99.18

Exhibit 99.18

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mohammad Saleem, Chief Financial Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended March 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 15, 2019

(signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.19

Exhibit 99.19

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended March 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 15, 2019

(signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.20

Exhibit 99.20

AKUMIN INC.

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of Akumin Inc. will be held on June 21, 2019 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada, for the following purposes:

a) to receive and consider the annual audited consolidated financial statements of Akumin for the fiscal year ended December 31, 2018, together with the auditors’ report thereon;

b) to elect the directors of the Company who will serve until the end of the next annual meeting of shareholders;

c) to appoint the Company’s external auditors, PricewaterhouseCoopers LLP, who will serve until the end of the next annual meeting of shareholders, and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration; and

d) to consider such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

In this Notice, “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders.

Who has the right to vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment(s) or postponement(s) thereof, if you were a holder of common shares (“Common Shares”) at the close of business on the record date, which the board of directors of the Company has fixed as May 22, 2019.

Your vote is important

This Notice is accompanied by the Circular, a form of proxy for a registered shareholder or a voting instruction form for a beneficial shareholder (collectively, the “Meeting Materials”). As an Akumin shareholder, it is important that you read the accompanying Meeting Materials carefully.

You are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, you are requested to vote your Common Shares using the enclosed form of proxy or voting instruction form, as applicable.

Registered shareholders should complete and sign the enclosed form of proxy and return it in the envelope provided.

Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular.

Proxies must be received by the Company’s transfer agent, TSX Trust Company, by no later than 10:00 a.m. (Toronto time) on June 19, 2019 either by: (a) mailing it to the following address: TSX Trust Company, 301-100 Adelaide Street West, Toronto ON M5H 4H1, Attention: Proxy Department; (b) faxing it to 416-595-9593; or (c) emailing a PDF copy to tmxeproxysupport@tmx.com.

Proxies may also be voted online at www.voteproxyonline.com by inserting the 12 digit control number listed on your proxy.

Alternatively, registered shareholders may attend the Meeting and vote in person by registering at the registration table on the day of the Meeting prior to the commencement of the Meeting.

If you are a non-registered beneficial shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares that are held through intermediaries.

Shareholders are reminded to review the Management Information Circular before voting.

AKUMIN INC. | Noting of Meeting | 2018 1

DATED this 20th day of May, 2019.
	BY ORDER OF THE BOARD OF DIRECTORS
	(signed) Riadh Zine
	Riadh Zine
	President and Chief Executive Officer, Director
	Toronto, Ontario

AKUMIN INC. | Notice of Meeting | 2018 2

EX-99.21

Exhibit 99.21

AKUMIN INC.

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on

JUNE 21, 2019

DATED AS OF MAY 20, 2019

Table of Contents

Notice of Annual General Meeting of Shareholders	1
General Information	3
Voting Information	3
How to Vote – Registered Shareholders	3
Voting by Proxy	4
Voting in Person at the Meeting	4
Changing Your Vote	4
How to Vote – Non-Registered Beneficial Shareholders	4
Completing the Proxy Form	5
Additional Voting Information	6
Record Date, Quorum and Votes Necessary to Pass Resolutions	6
Business of the Meeting	6
Receiving the Audited Annual Financial Statements	6
Election of Directors	6
Appointment of Auditors	7
Other Business	7
Election of Directors	7
Majority Voting Policy	7
Nominees	7
Cease Trade Orders	10
Bankruptcies	10
Securities Penalties or Sanctions	11
Director Compensation	11
Director Compensation Table	12
Outstanding Option-Based and Share-Based Awards	12
Incentive Plan Awards – Value Vested or Earned During Fiscal 2018	12
Compensation Discussion and Analysis	13
Overview	13
Compensation Governance	13
Principal Elements of Compensation	14
Share Performance Graph	18
Summary Compensation Table	19
Incentive Plan Awards – Value Vested or Earned During Fiscal 2018	21
Corporate Governance	21
General	21
Composition of our Board and Board Committees	21
Director Independence	22
Meetings of Independent Directors and Conflicts of Interest	22
Director Term Limits and Other Mechanisms of Board Renewal	22
Mandate of our Board of Directors	22
Orientation and Continuing Education	23
Code of Conduct	23
Committees of our Board	23
Securities Authorized for Issuance under Equity Compensation Plans	25
Equity Compensation Plan Information	25
Indebtedness of Directors and Executive Officers	25
Voting Securities and Principal Holders of Voting Securities	25
Authorized Capital	25
Common Shares	26
Preferred Shares	26
Principal Holders of Voting Securities	26
Interests of Certain Persons or Companies in Business of Meeting	26

Interests of Informed Persons in Material Transactions	26
Shareholder Proposals	26
Management Contracts	27
Additional Information	27
Approval	27

Appendix A Mandate of the Board of Directors A-1

AKUMIN INC.

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders of Akumin Inc. will be held on June 21, 2019 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada, for the following purposes:

a) to receive and consider the annual audited consolidated financial statements of Akumin for the fiscal year ended December 31, 2018, together with the auditors’ report thereon;

b) to elect the directors of the Company who will serve until the end of the next annual meeting of shareholders;

c) to appoint the Company’s external auditors, PricewaterhouseCoopers LLP, who will serve until the end of the next annual meeting of shareholders, and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration; and

d) to consider such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

In this Notice, “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders.

Who has the right to vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment(s) or postponement(s) thereof, if you were a holder of common shares (“Common Shares”) at the close of business on the record date, which the board of directors of the Company has fixed as May 22, 2019.

Your vote is important

This Notice is accompanied by the Circular, a form of proxy for a registered shareholder or a voting instruction form for a beneficial shareholder (collectively, the “Meeting Materials”). As an Akumin shareholder, it is important that you read the accompanying Meeting Materials carefully.

You are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, you are requested to vote your Common Shares using the enclosed form of proxy or voting instruction form, as applicable.

Registered shareholders should complete and sign the enclosed form of proxy and return it in the envelope provided.

Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular.

Proxies must be received by the Company’s transfer agent, TSX Trust Company, by no later than 10:00 a.m. (Toronto time) on June 19, 2019 either by: (a) mailing it to the following address: TSX Trust Company, 301-100 Adelaide Street West, Toronto ON M5H 4H1, Attention: Proxy Department; (b) faxing it to 416-595-9593; or (c) emailing a PDF copy to tmxeproxysupport@tmx.com.

Proxies may also be voted online at www.voteproxyonline.com by inserting the 12 digit control number listed on your proxy.

Alternatively, registered shareholders may attend the Meeting and vote in person by registering at the registration table on the day of the Meeting prior to the commencement of the Meeting.

If you are a non-registered beneficial shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares that are held through intermediaries.

Shareholders are reminded to review the Management Information Circular before voting.

AKUMIN INC. | Noting of Meeting | 2018 1

DATED this 20^th day of May, 2019.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Riadh Zine

Riadh Zine

President and Chief Executive Officer, Director

Toronto, Ontario

AKUMIN INC. | Notice of Meeting | 2018 2

General Information

The information in this document is given as of May 20, 2019, unless otherwise indicated.

References to “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries and consolidating entities, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders. Unless otherwise indicated, all references to “$” or “dollars” in this management information circular (the “Circular”) refer to United States dollars.

This Circular is provided in connection with our annual general meeting of shareholders of the Company (the “Meeting”) to be held on June 21, 2019 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada. Your proxy is solicited by or on behalf of the management of the Company for the items described in the accompanying Notice of Meeting (the “Notice”). The solicitation will be primarily by mail; however, the directors, officers and employees of the Company may also solicit proxies by telephone, by facsimile or in person. The cost of solicitation by management will be borne by the Company. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. Information in this Circular as to the common shares (the “Common Shares”) beneficially owned, controlled or directed, by certain shareholders is not within the knowledge of the Company and, accordingly, has been obtained by the Company from publicly-disclosed information and/or furnished by such shareholders.

As a registered shareholder, you have the right to attend and vote at the Meeting, as set out in this Circular. Please read this Circular. It gives you information that you need to know to cast your vote. We also encourage you to read our annual audited consolidated financial statements of Akumin and related management discussions and analysis for the fiscal year ended December 31, 2018.

The Company will not be using the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for distribution of the Notice, the Circular and accompany meeting materials to Akumin shareholders.

If you have any questions about any of the information in this Circular, please contact Matt Cameron, Senior Vice President and General Counsel, at 1-844-730-0050 extension 19001.

Voting Information

The following information provides guidance on how to vote your Common Shares.

As a shareholder of Akumin, it is very important that you read this information carefully and then vote your Common Shares, either by proxy or by attending the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a “proxyholder”) the authority to vote your Common Shares for you at the Meeting, or any adjournment(s) or postponement(s) thereof. A proxy form is included in this package.

If you vote by proxy, the individuals who are named on the proxy form will vote your Common Shares for you, unless you appoint someone else to be your proxyholder.

You have the right to appoint a person or company of your choice (who need not be a shareholder) to represent you at the Meeting, other than the individuals designated in the enclosed form of proxy. If you appoint someone else, he or she must be present at the Meeting to vote your Common Shares.

If you are voting your Common Shares by proxy, our transfer agent, TSX Trust Company, or other agents we appoint must receive your signed proxy form by 10:00 a.m. (Toronto time) on June 19, 2019, or, if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Toronto time) on the second business day preceding the day of the Meeting. The time limit for deposit of proxies may be waived by the Chair of the Meeting in the Chair’s sole discretion without notice.

How to Vote – Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or on the register maintained by our transfer agent, TSX Trust Company. Your proxy form indicates if you are a registered shareholder.

AKUMIN INC. | Management Information Circular | 2018 3

Voting by Proxy

Registered shareholders have four options to vote by proxy:

• On the Internet – Go to www.voteproxyonline.com and follow the instructions on screen. You will need the 12 digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet. At any time, TSX Trust Company may cease to provide Internet voting, in which case registered shareholders can elect to vote by mail, fax or email, as described below.

• By Mail – Complete, sign and date the accompanying proxy form and return it in the envelope we have provided. Please see “Completing the Proxy Form” on the enclosed form for more information.

• By Fax – Complete, sign and date the accompanying proxy form and send it by fax to 416-595-9593. Please see “Completing the Proxy Form” on the enclosed form for more information.

• By Email – Complete, sign and date the accompanying proxy form and sending a PDF copy to tmxeproxysupport@tmx.com.

If you vote by proxy, the individuals named on the enclosed proxy form will vote your Common Shares for you unless you appoint someone else to be your proxyholder.

You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the persons designated in the enclosed proxy form. If you wish to do so, please strike out the two names that are printed on the proxy form and write the name of the person you are appointing in the space provided.

Complete, date and sign the accompanying form of proxy, and submit it in accordance with the instructions prior to the proxy cut-off time. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting. At the Meeting, he or she should see a representative of TSX Trust Company at the registration tables. Please see “Completing the Proxy Form” on the enclosed form for more information.

Voting in Person at the Meeting

If you are a registered shareholder and choose to vote in person at the Meeting, you do not need to complete or return your proxy form. Please check-in and register with a representative of TSX Trust Company at the registration tables when you arrive at the Meeting. You will need identification to enter the Meeting.

To vote Common Shares registered in the name of a corporation or other legal entity, an authorized officer or attorney of that corporation or legal entity must attend the Meeting in person. This person may have to provide proof that he or she is authorized to act on behalf of the corporation or other legal entity. Shares registered in the name of a corporation or other legal entity cannot be voted in person without adequate proof of authorization.

Changing Your Vote

You can revoke a vote you made by proxy by:

• completing a proxy form that is dated later than the proxy form you are changing and mailing it to TSX Trust Company so that it is received at the address indicated before 10:00 a.m. (Toronto time) on June 19, 2019; or

• making a request in writing to the Chair of the Meeting, at the Meeting, or any adjournment(s) or postponement(s) thereof, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

How to Vote – Non-Registered Beneficial Shareholders

You are a non-registered (or beneficial) shareholder (a “Non-Registered Holder”) if your Common Shares are registered either:

a) in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each, an “Intermediary”) that represents the Non-Registered Holder in respect of its Common Shares; or

b) in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

AKUMIN INC. | Management Information Circular | 2018 4

In accordance with the requirements of NI 54-101, we will distribute copies of the Notice, the Circular, the form of proxy and the supplemental mailing return list card (collectively, the “Meeting Materials”), either by mail or electronically, if consented, directly to Non-Registered Holders that are non-objecting beneficial owners and to Intermediaries for onward distribution to Non-Registered Holders that are objecting beneficial owners. Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive such materials. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive the Meeting Materials will receive a package from their Intermediary containing either:

a) a voting instruction form that must be properly completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the instructions on the voting instruction form;

or, less typically,

b) a form of proxy that has already been stamped or signed by the Intermediary that is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder, but which otherwise has not been completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with TSX Trust Company at the address set forth in the Notice.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of Common Shares that they beneficially own. The Company has agreed to pay for Intermediaries to forward the Meeting Materials to objecting beneficial owners.

A Non-Registered Holder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

We do not have access to the names or holdings of all of our Non-Registered Holders. Should a Non-Registered Holder who receives either a voting instruction form or a form of proxy wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should follow the instructions contained on the voting instruction form or form of proxy within the time periods specified and appoint themselves (or another person to vote on their behalf). In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and service companies. If you are a Non-Registered Holder and have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary.

At the Meeting, you should see a representative of TSX Trust Company at the table marked “Alternate attorneys/External proxyholders.”

Completing the Proxy Form

You can choose to vote “For”, “Against” or “Withhold”, depending on the items listed on the proxy form.

When you sign the proxy form, you authorize the directors and officers of the Company who are named in the proxy form to vote your Common Shares for you at the Meeting according to your instructions, unless you have appointed someone else to act as your proxy. If you return your proxy form and do not tell us how you want to vote your Common Shares, your vote will be counted: (a) FOR electing the nominee directors who are listed in the Circular and (b) FOR appointing PricewaterhouseCoopers LLP as auditors.

If you are appointing someone else to vote your Common Shares for you at the Meeting, strike out the two names of the individuals on the proxy form and write the name of the person voting for you in the space provided. If you do not specify how you want your Common Shares voted, your proxyholder will vote your Common Shares as he or she sees fit on each item and on any other matter that may properly come before the Meeting.

If you are an individual shareholder, you or your authorized attorney must sign the form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the form.

If you need help completing your proxy form, please contact TSX Trust Company – Investor Services within Canada and the United States toll-free at 1-866-600-5869, and from all other countries at 1-416-342-1091.

AKUMIN INC. | Management Information Circular | 2018 5

Additional Voting Information

You have one vote for each Common Share you held as at the close of business on May 22, 2019. As at the close of business on the date of this circular, 62,709,270 Common Shares were entitled to be voted at the Meeting.

The election of directors and the appointment of auditors will each be determined by a majority of votes cast at the Meeting by proxy or in person. Under the articles of the Company (the “Articles”), if there is a tie, the Chair of the Meeting does not cast the deciding vote.

TSX Trust Company will count and tabulate the votes for the Company.

For general shareholder enquiries, you can contact the transfer agent:

• by mail at:

TSX Trust Company

Attention: Proxy Department

301-100 Adelaide Street West

Toronto ON M5H 4H1;

• by telephone within Canada and the United States toll-free at 1-866-600-5869, and from all other countries 1-416-342-1091;

• by fax at 416-595-9593; or

• by email at tmxeinvestorservices@tmx.com.

Record Date, Quorum and Votes Necessary to Pass Resolutions

Each shareholder of record at the close of business on May 22, 2019 (the “Record Date”) is entitled to vote at the Meeting the Common Shares registered in his or her name on that date. The quorum for any meeting of shareholders is two who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 10% of the Common Shares entitled to be voted at the Meeting.

Pursuant to the Business Corporations Act (Ontario) (“OBCA”) and our Articles, a simple majority of the votes cast at the Meeting (by person or proxy) is required to pass an ordinary resolution.

At the Meeting, shareholders will be asked to consider and, if thought advisable, to: (a) pass an ordinary resolution to elect directors to the board of directors; and (b) pass an ordinary resolution to appoint auditors for the ensuing year and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration.

Business of the Meeting

To the knowledge of the board of directors of the Company (the “Board”) and management of the Company, the only matters to be brought before the Meeting are those set out in the accompanying Notice and more particularly detailed below.

Receiving the Audited Annual Financial Statements

We will place before the Meeting the Company’s annual audited consolidated financial statements, including the auditors’ report thereon, for our 2018 fiscal year end, being the fiscal year ended December 31, 2018. These financial statements, together with the management’s discussion and analysis thereon, are available on SEDAR at www.sedar.com and the Company’s website at www.akumin.com.

Election of Directors

You will be electing a Board of five members. Please see “Election of Directors” in this Circular for more information. Directors appointed at the Meeting will serve, subject to our Articles and the OBCA, until the end of the next annual shareholder meeting. All of the individuals who have been nominated as directors are currently members of the Board and have been since before the closing of our initial public offering on December 1, 2017. Each director elected will hold office until the close of the next annual meeting of shareholders, unless prior thereto he or she resigns or his or her office becomes vacated by reason of death or other cause, or until their successors are elected or appointed.

AKUMIN INC. | Management Information Circular | 2018 6

If you do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the nominee directors named in this Circular.

Appointment of Auditors

The Board recommends that PricewaterhouseCoopers LLP be reappointed as auditors and that the Audit Committee of the Board be authorized to fix such auditor’s remuneration. The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed by the Board.

Information concerning the fees paid to the auditors of the Company may be found in our most recent Annual Information Form under the heading “Audit Committee – External Auditor Service Fees”, which is available under the Company’s profile on SEDAR at www.sedar.com.

If you do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed proxy form intend to cast the votes represented by proxy at the Meeting FOR the appointment of PricewaterhouseCoopers LLP as our auditors until the next annual meeting, and authorization of the Audit Committee of the Board to fix PricewaterhouseCoopers LLP’s remuneration.

Other Business

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your Common Shares on these items as he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their best judgment.

Election of Directors

Majority Voting Policy

In accordance with the requirements of the Toronto Stock Exchange (“TSX”), our Board has adopted a “Majority Voting Policy” to the effect that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” in an election shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which such votes are cast. Our Governance Committee will consider such tendered resignation and make a recommendation to our Board whether to accept it or not. Our Board will promptly accept the resignation unless it determines, in consultation with our Governance Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our Governance Committee at which the resignation is considered.

Nominees

The Articles provide that the Board shall consist of a minimum of three and a maximum of ten directors, with the actual number to be determined from time to time by the Board. The Board has determined that, at the present time, there will be five directors, each of whom is to be elected at this Meeting and who will hold office until the end of the next annual meeting of shareholders, unless prior thereto he or she resigns or his or her office becomes vacated by reason of death or other cause, or until their successors are elected or appointed.

All nominees have established their eligibility and willingness to serve as directors. If, prior to the Meeting, any of the listed nominees become unable or unavailable to serve, proxies will be voted for any other nominee or nominees at the discretion of the proxyholder. As of the date hereof, management of the Company does not expect that any of the nominees will be unable to serve as a director. However, if for any reason at the time of the Meeting any of the nominees are unable to serve, and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

AKUMIN INC. | Management Information Circular | 2018 7

The following sets our certain information regarding each of our nominee directors:

THOMAS (TOM) DAVIES Director Age: 60 Ontario, Canada Director Since: 2017 Independent	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Tom Davies has broad experience in real estate development, finance and administration, as well as mergers and acquisitions. Mr. Davies was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. In his various roles, including, since July 2006, his principal occupation as Executive Vice President at the Remington Group, Mr. Davies has been directly responsible for successfully initiating and negotiating more than $100 million of real estate development and other business opportunities. From September 1996 until October 1998, he served as Chief Financial Officer of Canadian Medical Laboratories Limited, where he gained public company experience relating to executive compensation matters. Mr. Davies has served and continues to serve as a member of the board of directors of several private companies. Mr. Davies is a Certified Public Accountant (CPA/CA) and holds a Bachelor of Commerce degree from the University of Toronto.
Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee (Chair) Compensation Committee Governance Committee Independent Committee	11/11 (100%)

Securities Held
Common Shares 8,415	Securities Convertible into Common Shares 200,000 Options 8,414 RSUs

STAN DUNFORD Director, Chair Age: 69 Ontario, Canada Director Since: 2017 Non-Independent: Mr. Dunford is not independent by virtue of the fact that he is a beneficial holder, directly or indirectly, of 10% or more of the votes attaching to all issued and outstanding securities of the Company.	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Stan Dunford has served as President and director of Republic Live, Inc. since December 2012. He also serves as Chairman of Tri-Line Carriers LP and Chief Executive Officer of Tri-Line Carriers LP and Contrans Flatbed Group LP. Mr. Dunford was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Dunford has significant experience in the management and stewardship of companies, including having served as the Chairman and Chief Executive Officer of Contrans Group Inc. (formerly Contrans Income Fund) since 1988; until its recent sale in 2014, as the Chairman, Chief Executive Officer and sole proprietor at Peterbilt of Ontario Inc., which owns and operated all the Peterbilt truck dealerships in Ontario; as a director at Brick Brewing Co. Ltd. since June 2008; as a director of the Ontario Trucking Association; as a director of Aumento Capital II Corporation since February 2014; and as a director TransForce Inc. from April 2015 to April 2016.
Board/Committee Membership(1)	Meeting Attendance(2)
Board (Chair)	4/5 (80%)

Securities Held
Common Shares(4) 7,267,710	Securities Convertible into Common Shares 200,000 Options 8,414 RSUs

AKUMIN INC. | Management Information Circular | 2018 8

MURRAY LEE Director, Lead Director Age: 59 Alberta, Canada Director Since: 2017 Independent	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Murray Lee is a Certified Public Accountant. He graduated in 1983 with a Masters of Accounting (Tax) degree from Brigham Young University. After graduating, Mr. Lee moved to Dallas, Texas where he worked for five years before re-locating to Calgary, Canada where he focused exclusively on Canada/U.S. cross-border transactions. He was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. In Calgary, Mr. Lee spent 20 years as a partner of two different “big four” accounting firms, establishing and leading their Canada/U.S. cross-border tax practices, which included a three year role as human resources leader for a tax practice consisting of approximately 100 personnel. He has assisted both large and small clients in all aspects of Canada/U.S. taxation including reorganizations, mergers and acquisitions, cross-border financing and cross-border initial public offerings. He is the person who conceived and primarily developed the Canada/U.S. cross- border income trust structure and was heavily involved in its development and implementation assisting several businesses in going public using the structure. Mr. Lee has written several articles and made numerous presentations on various U.S. and cross-border issues. Since 2015, Mr. Lee has served as the Vice President, Finance of a privately held business which owns and manages several hotels and restaurants.
Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee Compensation Committee (Chair) Governance Committee (Chair) Independent Committee (Chair)	11/11 (100%)

Securities Held
Common Shares 8,415	Securities Convertible into Common Shares 200,000 Options 8,414 RSUs

JAMES WEBB Director Age: 59 Texas, United States Director Since: 2017 Independent	Present Principal Occupation and Positions Held during the Preceding Five Years(3) James Webb founded Preferred Medical Imaging, LLC (“PMI”, which was acquired by the Company on August 9, 2017) with two other partners in 2000. Since its inception, Mr. Webb was instrumental in driving the growth of PMI. Prior to founding PMI, Mr. Webb held leadership positions in several diagnostic imaging companies, including founding and later selling a diagnostic imaging company with locations in South Florida, the Caribbean and Latin America. Mr. Webb has several entrepreneurial ventures in the development of healthcare focused organizations, including ambulatory surgery centers, toxicology labs, billing and collections, human resource management and wellness clinics. Mr. Webb was appointed to the Board on August 9, 2017 by the directors then in office to fill a vacancy on the Board in accordance with the by-laws of the Company. He was appointed to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Webb began his career as a registered radiologic technologist and holds a Master’s degree in Health Administration.
Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee Compensation Committee Governance Committee Independent Committee	11/11 (100%)

Securities Held
Common Shares(5) 1,594,960	Securities Convertible into Common Shares 50,000 Options 8,414 RSUs

AKUMIN INC. | Management Information Circular | 2018 9

RIADH ZINE-EL-ABIDINE (ZINE) Director, President and Chief Executive Officer Age: 47 Ontario, Canada Director Since: 2015 Non-Independent: Mr. Zine is not independent by virtue of his executive position with the Company.	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Riadh Zine is the President and Chief Executive Officer of Akumin. Mr. Zine has served as a director of the Company since its amalgamation on August 12, 2015 and is to continue to serve as a director until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Zine’s interests in the Company are held either directly by him or indirectly by Z Strategies Inc., a privately-owned investment vehicle. Before his involvement with the Company, Mr. Zine was a Managing Director in Global Investment Banking at a leading Canadian investment bank, where he was responsible for providing strategic and financial advice to many of Canada’s largest corporations, entrepreneurs and private equity firms. He has over 15 years of experience executing public or private equity and debt financings, as well as mergers and acquisitions for a wide range of Canadian companies in the consumer, retail, healthcare, transportation and industrials sectors. Mr. Zine also worked at a leading Canadian bank on a number of strategic projects. Mr. Zine holds a M.Sc. in Financial Engineering from École des Hautes Études Commerciales, University of Montréal.
Board/Committee Membership(1)	Meeting Attendance(2)
Board	5/5 (100%)

Securities Held
Common Shares(6) 3,979,888	Securities Convertible into Common Shares 1,700,268 Options 442,000 RSUs

(1) The director is currently a member of the Board and/or Board committees noted.

(2) Attendance figures reflect Board and Board committee meetings held for the period between January 1, 2018 and December 31, 2018.

(3) The information as to principal occupations, not being within the direct knowledge of the Company, has been furnished by the respective director nominee.

(4) 60,000 of such Common Shares are held indirectly through Floyd Dunford Limited.

(5) 1,586,545 of such Common Shares are held indirectly through Laurel Enterprises, LLC.

(6) 2,890,269 of such Common Shares are held indirectly through Z Strategies Inc.

As at the date of this Circular, to the Company’s knowledge, the current and proposed directors of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 12,859,388 Common Shares, representing approximately 20.51% of the issued and outstanding Common Shares (on a non-diluted basis).

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees:

a) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

AKUMIN INC. | Management Information Circular | 2018 10

b) has, within the last 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Director Compensation

Our director compensation program is designed to attract and retain global talent to serve on our Board, taking into account the risks and responsibilities of being an effective director. Our objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and incentive components of compensation, and the implementation of share ownership guidelines. We believe the selected approaches have helped attract, and will help to attract and retain, strong members for our Board who will be able to fulfill their fiduciary responsibilities without competing interests.

The chart below outlines our director compensation program for our non-employee directors in the fiscal year ended December 31, 2018 (“Fiscal 2018”).

Type of Fee		Amount (1)
Board of Directors	Chair Board Member (cash compensation) Chair and Board Member (incentive compensation)		C$22,500/year C$50,000/year C$75,000/year	(2)   (3)
Audit Committee	Chair Member		C$15,000/year C$7,500/year	(4)
Governance Committee	Chair Member		C$7,500/year C$3,750/year	(5)
Compensation Committee	Chair Member		C$7,500/year C$3,750/year	(6)
Independent Committee	Chair Member		C$9,000/quarter C$9,000/quarter	(7)
Meeting Fees	Out of province travel for Board meetings (as applicable)		C$2,500/meeting plus reimbursement of expenses

(1) Represents compensation paid per year to each non-executive director. Any cash compensation hereof is to be paid on a quarterly basis to directors at the end of each quarter in Canadian dollars.

(2) The Chair, Mr. Dunford, is to be compensated both in his capacity as Chair (C$22,500/year) and as a member of the Board (C$50,000/year).

(3) Annual incentive compensation per director (C$75,000/year) will be paid in value of RSUs (as defined below), options or other incentive compensation plan (the grant of RSUs or options or other incentive compensation at such value to be determined on the date of grant).

(4) Such compensation to be paid to members of the Audit Committee other than the Chair of the Audit Committee.

(5) Such compensation to be paid to members of the Governance Committee other than the Chair of the Governance Committee.

(6) Such compensation to be paid to members of the Compensation Committee other than the Chair of the Compensation Committee.

(7) Amounts paid to the Chair and members of the Independent Committee per quarter were pro rated for the period of December 18, 2018 through December 31, 2018. An additional one-time retainer fee of C$15,000 was paid to each member upon formation of the Independent Committee on December 18, 2018 plus an additional one-time retainer fee of C$10,000 to the Chair of the Independent Committee. See “Committees of the Board – Independent Committee” below.

AKUMIN INC. | Management Information Circular | 2018 11

Director Compensation Table

The following table sets out information concerning the Fiscal 2018 compensation earned by, paid to, or awarded to each director who is not also a NEO (as defined below).

Name	Fees Earned (C$)		Share-based Awards (C$)		Option-based Awards (C$)(1)		Non-equity Incentive Plan Compensation (C$)		Pension Value (C$)		All Other Compensation (C$)(2)		Total (C$)
Thomas (Tom) Davies		72,500		—		96,544		—		—		16,272		185,316
Stan Dunford		72,500		—		96,544		—		—		—		169,044
Murray Lee		72,500		—		96,544		—		—		26,272		195,316
James Webb		65,000		—		96,544		—		—		16,272		177,816

(1) Fair value assigned to stock options using the using the Black-Scholes-Merton option pricing model as at the date of grant using the following assumptions: 7 year expected term; 33% volatility; risk-free interest rate of 2.33% per annum; and a dividend yield of 0%.

(2) Such amounts represent fees paid to directors in respect of the Independent Committee. See “Committees of the Board – Independent Committee” below.

Outstanding Option-Based and Share-Based Awards

The following table sets out, for each director who is not also a NEO, information concerning all option-based and share-based awards outstanding as at December 31, 2018.

	Option-Based Awards								Share-Based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)(1)		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested ($)(2)		Market or payout value of share- based awards not paid out or distributed ($)
Thomas (Tom) Davies		150,000 50,000		0.50 3.74		March 15, 2026 November 16, 2025		435,000 Nil		8,414		28,608		—
Stan Dunford		150,000 50,000		0.50 3.74		March 15, 2026 November 16, 2025		435,000 Nil		8,414		28,608		—
Murray Lee		150,000 50,000		0.50 3.74		March 15, 2026 November 16, 2025		435,000 Nil		8,414		28,608		—
James Webb		50,000		3.74		November 16, 2025		Nil		8,414		28,608		—

(1) Based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018 (net of the exercise price per option). In accordance with the Option Plan (as defined below), vesting is to occur on or after the first anniversary of the grant date as to 34% of the number of options granted, 33% on the second anniversary of the grant date and 33% on the third anniversary of the grant date.

(2) Based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018. Subject to certain exceptions described in the RSU Plan, RSUs vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date.

Incentive Plan Awards – Value Vested or Earned During Fiscal 2018

The following table sets forth, for each of the Company’s directors, other than directors who are also NEOs, the value of Option and share-based awards which vested during Fiscal 2018, and the value of non-equity incentive plan compensation earned during Fiscal 2018:

Name	Option-based awards – Value vested during Fiscal 2018 ($)(1)		Share-based awards – Value vested during Fiscal 2018 ($)		Non-equity incentive plan compensation –Value earned during Fiscal 2018 ($)
Thomas (Tom) Davies		185,625		31,136		—
Stan Dunford		185,625		31,136		—
Murray Lee		185,625		31,136		—
James Webb		—		31,136		—

(1) Represents the aggregate dollar value of $4.25 per Common Share, which would have been realized if such Options had been exercised on the vesting date of March 15, 2018, less the exercise price of $0.50 per Common Share.

(2) Represents the aggregate dollar value of $3.70 per Common Share on the vesting date of November 15, 2018 of share-based awards (namely, RSUs).

AKUMIN INC. | Management Information Circular | 2018 12

Compensation Discussion and Analysis

Overview

The following discussion describes the significant elements of executive compensation program, with particular emphasis on the process for determining compensation payable to the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary and, other than the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary, each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (collectively, the “NEOs”). The NEO’s are:

• Riadh Zine, President and Chief Executive Officer, Director;

• Mohammad Saleem, Chief Financial Officer and Corporate Secretary;

• Rohit Navani, Executive Vice President and Chief Operating Officer;

• Amy Adams, Senior Vice President; and

• Laura Kassa, Senior Vice President.

We operate in a dynamic and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers. We expect our team to possess and demonstrate strong leadership and management capabilities, as well as foster our culture, which is at the foundation of our success and remains a pivotal part of our everyday operations.

Our executive compensation program is designed to achieve the following objectives:

• provide market-competitive compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;

• motivate our executive officers to achieve our business and financial objectives;

• align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and

• provide incentives that encourage appropriate levels of risk-taking by our executive officers and provide a strong pay-for-performance relationship.

We offer our executive officers cash compensation in the form of base salary, an annual bonus and equity-based compensation in the form of stock options pursuant to an amended and restated stock option plan dated November 14, 2017 (the “Option Plan”) and restricted share units (“RSUs”) pursuant to an amended and restated restricted share unit plan dated November 14, 2017 (the “RSU Plan”). We provide our base salaries at levels that we believe are necessary to attract and retain executive officer talent. While we have determined that our current executive compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team.

We believe that equity-based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long-term interests of our shareholders. We provide base salary to compensate employees for their day-to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent. While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team.

This includes evaluating our compensation philosophy and compensation program as circumstances require. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth and other changes in our business and industry.

Compensation Governance

Our Compensation Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. Our Compensation Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

Our Board has adopted a written charter for our Compensation Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and officers. Our Compensation Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers and various other key employees is fair, reasonable and consistent with the objectives of our philosophy and compensation program. See also “Corporate Governance – Committees of our Board – Compensation Committee.”

AKUMIN INC. | Management Information Circular | 2018 13

Principal Elements of Compensation

The compensation of our executive officers includes three major elements: (a) base salary; (b) short-term incentives, consisting of an annual bonus; and (c) long-term equity incentives, currently consisting of Options and RSUs granted from time to time under our Option Plan and RSU Plan, respectively. Perquisites and personal benefits are not a significant element of compensation of our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries are expected to be determined annually and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities.

Annual Bonuses

Discretionary annual bonuses are designed to motivate our executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular. The Compensation Committee establishes performance targets with the objective of rewarding senior management with a short-term incentive award proportionate to the success of the Company in achieving those targets. The non-equity annual incentive plans pay a cash bonus that is intended to reward each executive for his or her yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance.

Long-Term Incentives – Stock Options and Restricted Stock Unites

The executive officers, along with our directors, employees and consultants, will be eligible to participate in the long-term incentive program which will be comprised of Options and RSUs issued pursuant to the Option Plan and RSU Plan, respectively. The purpose of the long-term incentive program is to promote greater alignment of interests between employees and shareholders and to support the achievement of the Company’s longer-term performance objectives while providing a long-term retention element.

Our Board will be responsible for administering both the Option Plan and the RSU Plan, and the Compensation Committee will make recommendations to our Board in respect of matters relating to the Option Plan and RSU Plan. Previous grants are taken into account when considering new option grants.

Option Plan

Under the terms of the Option Plan, our Board, or, if authorized by our Board, such committee of the Board to which the Board may choose to delegate such authority, may grant Options to certain “eligible participants”. Eligible participants include any employee, executive officer, director or consultant of: (a) the Company; or (b) any affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any affiliate), and also includes certain permitted assigns of any such person.

Participation in the Option Plan is voluntary and, if an eligible participant agrees to participate, the grant of Options will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any Option is not assignable or transferable. The exercise price for the Options will be the volume weighted average trading price of the Common Shares on an internationally recognized Canadian exchange (including the TSX) for the five trading days immediately preceding the day on which the Option is granted, or such greater amount as the Board may determine; provided, however, that the exercise price of an Option shall not be less than the minimum exercise price required by the applicable rules of the exchange.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our Option Plan (and under any other share compensation arrangements of the Company, including the RSU Plan) is 10% of the aggregate number of Common Shares which are outstanding from time to time. As at December 31, 2018, this represented 6,237,127 Common Shares. Any increase in the issued and outstanding Common Shares will result in an increase in the available number of the Common Shares issuable under the Option Plan, and any exercise of options will make new grants available under the Option Plan.

AKUMIN INC. | Management Information Circular | 2018 14

Unless otherwise fixed by the Board at the time an option is granted (as set forth in a grant agreement), and subject to any applicable rules of the TSX, the Option Plan provides that: (a) the expiry date of an option will be the seventh anniversary of the date of grant; and (b) options will vest over a three year period following the date of such grant as follows:

• on or after the first anniversary of the date of grant: 34%;

• on or after the second anniversary of the date of grant: 33%; and

• on or after the third anniversary of the date of grant: 33%.

In the event that an eligible participant receives Common Shares from the Company in satisfaction of a grant of options during a Company-imposed black-out period, the holder shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired. In the event that a participant’s options are set to expire during a black-out period, such expiry date shall be automatically extended for ten business days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed.

The maximum number of Common Shares:

a) issuable to “insiders” (as defined under Section 1 of the Securities Act (Ontario)) at any time under the Option Plan and any other security based compensation arrangements of the Company cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time; and

b) issued to such insiders within any one-year period under the Option Plan and any other security based compensation arrangements cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time.

The following table describes the impact of certain events upon the rights of holders of Options under the Option Plan, including termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:

Event Provisions	Provisions
Termination for Cause	All vested and unvested options held by the holder will immediately terminate and become null, void and of no effect on the date on which Akumin gives notice of termination for cause.
Ceasing to be a (non-executive) Director	The expiry date for options that had vested on the date such holder ceases to be a director will be the earlier of the expiry date shown on the relevant grant agreement and the date that is 180 days following the date such holder ceases to be an eligible participant (as a result of his or her ceasing to be a director of the Company). Options which are outstanding but unvested on the date such holder ceases to be a director will immediately terminate and become null, void and of no effect.
Voluntary Resignation or Termination without Cause	The expiry date for options that had vested on the date such holder voluntarily resigns or is terminated by the Company without cause will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 30 days following the date such holder ceases to be an eligible participant (as a result of his or her voluntary resignation or termination without cause). Options which are outstanding but unvested on the date such holder voluntary resigns or is terminated by the Company without cause will immediately terminate and become null, void and of no effect.
Disability	The Board may in its discretion determine that a holder with a disability shall no longer be an eligible participant. If so, the expiry date for options that had vested on the date such holder ceases to be an eligible participant will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.
Retirement	The expiry date for options that had vested on the date such holder ceases to be an eligible participant as a result of his or her retirement in accordance with the Company’s then applicable retirement policy or a determination of the Board will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.
Death	The expiry date for options that had vested immediately prior to the death of the holder will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days after the date of such holder’s death. Options that are outstanding but unvested immediately prior to the holder’s death will immediately terminate and become null, void and of no effect upon the death of the holder.

Notwithstanding the foregoing, the Board may, in its sole discretion, but subject to applicable laws and TSX rules, extend the expiry date of options referenced above.

AKUMIN INC. | Management Information Circular | 2018 15

In connection with a change of control of the Company, any surviving or acquiring corporation must:

a) assume any option outstanding under the Option Plan on substantially the same economic terms and conditions as the Option Plan; or

b) substitute or replace similar stock options (including an award to acquire the same consideration paid to the securityholders of the Company as part of the change of control transaction) for those options outstanding under the Option Plan on substantially the same economic terms and conditions as the Option Plan.

In the event any surviving or acquiring corporation neglects or refuses (as determined by the Board, acting reasonably) to assume any options or to substitute or replace similar stock options for those outstanding options under the Option Plan, then with respect to any options which remain outstanding, the vesting of such options will automatically and without further action by the Board or the Company be immediately accelerated so that such options will be fully vested. In addition, in such event, the Board may determine that outstanding options will terminate if not exercised (if applicable) at or prior to such change of control transaction. The Board may also, in its discretion, conditionally or otherwise, in the event of a change of control subject to the terms of the Option Plan, accelerate the vesting date of unvested options and to modify the terms of options to assist the holders to tender their securities in a takeover bid.

Our Board may amend, suspend or terminate the Option Plan or any portion thereof in accordance with applicable legislation, and subject to any required regulatory or shareholder approval; provided, however, that such amendment, suspension or termination will not, without the consent of the eligible participant, alter or impair any options previously granted under the Option Plan, or any rights pursuant thereto granted previously to any eligible participant.

The Board may, subject to any necessary regulatory approval, at its discretion from time to time, amend the Option Plan and the terms and conditions of any option thereafter to be granted and may make such amendment for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of the TSX, or for any other purpose which may be permitted by law, provided always that any such amendment will:

a) not adversely alter or impair any option previously granted except as permitted by the terms of the Option Plan;

b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX; and

c) be subject to shareholder approval, where required by law, the requirements of the TSX or the Option Plan or any other governmental entity.

Shareholder approval is required for certain amendments to the Option Plan, including, but not limited to, amendments providing for: (a) an increase in the maximum number of Common Shares that may be issuable from the Company’s treasury pursuant to options granted under the Option Plan; and (b) an extension of the time under which an option expires beyond its original expiry date.

The Board may from time to time, in its discretion and without the approval of shareholders or eligible participants, make changes to the Option Plan any option which may include, but are not limited to, the following matters:

a) any amendment of a “housekeeping” nature, including, without limitation, those made to clarify the meaning of an existing provision of the Option Plan, correct or supplement any provision of the Option Plan that is inconsistent with any other provision of the Option Plan, correct any grammatical or typographical errors or amend the definitions in the Option Plan regarding administration of the Option Plan;

b) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any option;

c) any amendment to the Option Plan respecting administration and eligibility for participation under the Option Plan; and

d) an amendment of the Option Plan or an option as necessary to comply with applicable law or the requirements of the TSX or any other regulatory body having authority over the Company, the Option Plan, the participants or the shareholders of the Company.

RSU Plan

Under the terms of the RSU Plan, our Board, or if authorized by our Board, such committee of the Board to which the Board may choose to delegate such authority, may grant RSUs to “eligible participants”. Eligible participants include any employee, executive officer, director or consultant of: (a) the Company; or (b) any affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any affiliate), and also includes certain permitted assigns of any such person.

AKUMIN INC. | Management Information Circular | 2018 16

Participation in the RSU Plan is voluntary and, if an eligible participant agrees to participate, the grant of RSUs will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any RSU is not assignable or transferable. Each RSU entitles an eligible participant to receive one Common Share in accordance with the terms set forth in the RSU Plan.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our RSU Plan (and under any other share compensation arrangements of the Company, including the Option Plan) is 10% of the aggregate number of Common Shares which are issued and outstanding from time to time. As at December 31, 2018, this represented 6,237,127 Common Shares. For greater certainty, any increase in the issued and outstanding Common Shares will result in an increase in the available number of the Common Shares issuable under the RSU Plan, and any exercise of RSUs will make new grants available under the RSU Plan. Each RSU granted or credited to an eligible participant entitles such holder to one Common Share in the capital of the Company.

Except as otherwise provided in a grant agreement or any other provision of the RSU Plan, the vesting dates shall be determined as follows:

• ¹⁄₂ of the RSUs granted shall vest on the first anniversary of the date of grant; and

• ¹⁄₂ of the RSUs granted shall vest on the second anniversary of the date of grant.

In the event that an eligible participant receives Common Shares from the Company in satisfaction of a grant of RSUs during a Company-imposed black-out period, the holder shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired. In the event that a participant’s RSUs are set to expire during a black-out period, such expiry date shall be automatically extended for ten business days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed.

The maximum number of Common Shares:

a) issuable to “insiders” (as defined under Section 1 of the Securities Act (Ontario)) at any time pursuant to the exercise of RSUs granted under the RSU Plan and any other security based compensation arrangements, cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time; and

b) issued to such insiders within any one year period under the RSU Plan and any other security based compensation arrangements, cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time.

The following table describes the impact of certain events upon the rights of holders of RSUs under the RSU Plan, including termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:

Event Provisions	Provisions
Termination for cause	All unvested RSUs expire on the termination date and are of no further force or effect and such holder shall no longer be eligible for a grant of RSUs.
Ceasing to be a Director	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Termination other than for cause	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Disability	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Retirement	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Death	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.

In connection with a change of control of the Company, our Board has the right to provide for the conversion or exchange of any outstanding RSUs into or for units, rights or other securities in any entity participating in or resulting from a change of control, provided that the value of previously granted RSUs and the rights of participants are not materially adversely affected by any such changes.

Our Board may, in its sole discretion, suspend or terminate the RSU Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the RSU Plan or of any RSU granted under the RSU Plan and any grant agreement relating thereto, subject to any required regulatory, TSX and shareholder approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any RSU previously granted except as permitted by the terms of the RSU Plan or as required by applicable laws.

The Board may from time to time, in its discretion and without the approval of shareholders of the Company or eligible participants, make changes to the RSU Plan or any RSUs that do not require the approval of shareholders of the Company, provided always that such amendment or revision shall: (a) not adversely alter or impair any RSU previously granted except as permitted by the terms of the RSU Plan; (b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX; and (c) where required by law, be subject to shareholder approval, the

AKUMIN INC. | Management Information Circular | 2018 17

requirements of the TSX or the RSU Plan. On this basis, amendments may include, but are not limited to the following matters:

a) any amendment of a “housekeeping” nature, including, without limitation, those made to clarify the meaning of an existing provision of the RSU Plan, correct or supplement any provision of the RSU Plan that is inconsistent with any other provision of the RSU Plan, correct any grammatical or typographical errors or amend the definitions in the RSU Plan regarding administration of the RSU Plan;

b) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any RSUs;

c) any amendment to the RSU Plan respecting administration and eligibility for participation under the RSU Plan; and

d) an amendment of the RSU Plan or an RSU as necessary to comply with applicable law or the requirements of the TSX or any other regulatory body having authority over the Company, the RSU Plan, the participants or the shareholders of the Company.

In the event a dividend becomes payable on the Common Shares, then on the payment date for such dividend, each participant’s notional account shall, unless otherwise determined by the Board in respect of any grant of RSUs, be credited with additional RSUs (including fractional RSUs) of the same kind as credited in such participant’s applicable notional account, the number of which shall be determined by dividing: (i) the amount determining by multiplying: (a) the number of RSUs in such participant’s notional account (whether vested or unvested) on the record date for the payment of such dividend by; (b) the dividend paid per Common Share; by (ii) the market value of a Common Share on the dividend payment date for such dividend, in each case, with fractions computed to two decimal places. Such additional RSUs (including fractional RSUs), if credited, shall vest on the same basis as the underlying RSUs.

Share Performance Graph

The following graph and chart compare the cumulative total shareholder return on Common Shares from December 1, 2017, when the Company became a reporting issuer, through December 31, 2018, with a cumulative total return of the S&P/TSX Capped Healthcare Index, S&P/TSX Composite Index and S&P/TSX Venture Composite Index during the same period, assuming a $100 initial investment and the reinvestment of any dividends.

The trend in the above performance graph shows an investment in the Company has largely maintained its value over the 13-month period since the Company completed its initial public offering and has performed in line with comparable indices.

AKUMIN INC. | Management Information Circular | 2018 18

As we have only completed one year as a public company, there is limited information available to establish trends related to NEO compensation over the same period. Since we completed our initial public offering in December 2017, base salary for our NEOs has remained unchanged. Our executive compensation programs place a large emphasis on at-risk pay in the form of equity-based compensation such that our NEOs are aligned with the same return on investment that shareholders have realized and would realize over the long term. Equity and non-equity compensation programs for our NEOs are tied to financial and non-financial metrics designed for the specific NEO and their duties and responsibilities and our long-term business plans, which include building scale, increasing profitability and improving return on capital. As a result, total compensation may not always be tied to share performance. It is our philosophy to pay compensation to our NEOs and other executive officers at competitive levels in order to retain and motivate those executives who are critical to the long-term success of the Company.

Summary Compensation Table

The following table sets out information concerning the compensation earned by, paid to, or awarded to the persons determined to be NEOs in Fiscal 2018. The Company completed its initial public offering on December 1, 2017. As a result, compensation for the fiscal year ended December 31, 2017 and prior periods have not been disclosed.

									Non-equity Incentive Plan Compensation ($)
Name	Fiscal Year		Salary ($)		Share-based Awards ($)(1)		Option-based Awards ($)(2)		Annual Incentive Plan		Long-term Incentive Plans		Pension Value ($)		All Other Compensation ($)(3)		Total Compensation ($)
Riadh Zine President and Chief Executive Officer		2018		500,000		—		1,284,413		650,000		—		—		9,600		2,444,013
Rohit Navani Executive Vice President and Chief Operating Officer		2018		360,000		—		477,068		300,000		—		—		9,600		1,146,668
Mohammad Saleem Chief Financial Officer and Corporate Secretary		2018		225,000		—		322,938		150,000		—		—		6,720		704,658
Laura Kassa Senior Vice President		2018		175,000		519,200		183,488		100,000		—		—		11,427		989,114
Amy Adams Senior Vice President		2018		300,000		236,000		146,790		100,000		—		—		12,220		795,010

(1) Represents the fair value of the share-based award (namely, RSUs) granted to our executive officers which were awarded on the grant date in Fiscal 2018. Each holder of an RSU is entitled to receive one Common Share. RSUs are assigned a value based on the market value of the Common Shares on the grant date. Subject to the terms of the RSU Plan, the RSUs vest over a two year period.

(2) Fair value assigned to stock options using the Black-Scholes valuation model as of the grant date.

(3) This amount is comprised of an $800 per month automobile allowance for each of Riadh Zine and Rohit Navani and a $560 per month automobile allowance for each of Mohammad Saleem, Laura Kassa and Amy Adams. With respect to Laura Kassa and Amy Adams, this amount also includes $4,707 and $5,500, respectively, in matching contributions made by the Company to a 401(k) retirement plan maintained for the benefit of all participating U.S. based employees.

Employment Agreements, Termination and Change of Control Benefits

Employment agreements are in place for each of the NEOs. The contracts set out the principal terms of the employment relationship between the Company or an affiliate of the Company, as applicable, including the NEO’s overall role, the expectations of the Company with respect to business practices and financial terms. Such employment agreements also include provisions regarding confidentiality and non-competition (within a 20-mile radius of any facility of the Company during the term of employment and for a period of one year after termination) as well as eligibility for our benefit plans.

For Mr. Zine and Mr. Navani, in the case of termination of employment by the Company without cause, each will be entitled to: (a) a lump sum payment equal to two years of Mr. Zine or Mr. Navani’s then current base salary; and (b) a lump sum representing the value of Mr. Zine or Mr. Navani’s annual bonus prorated to reflect the duration of the “notice period” (being 2 years), which: (i) if termination occurs on or after January 1, 2019 but before December 31, 2019, will be equal to the annual bonus paid to Mr. Zine or Mr. Navani in Fiscal 2018 pro rated for the notice period; or (ii) if termination occurs on or after January 1, 2020 and any year of employment thereafter, will be equal to the average annual bonus paid to Mr. Zine or Mr. Navani in the previous two fiscal years. The same entitlements apply in the event that Mr. Zine or Mr. Navani resigns from employment with the Company within the twelve-month period following a change of control event.

For Mr. Saleem, in the case of termination of employment by the Company without cause, he will be entitled to: (a) a lump sum payment equal to one year of Mr. Saleem’s then current base salary; and (b) a lump sum representing the value of Mr. Saleem’s annual bonus prorated to reflect the duration of the “notice period”, which: (i) if termination occurs on or after January 1, 2019 but before December 31, 2019, will be equal to the annual bonus paid to Mr. Saleem in Fiscal 2018; or (ii) should termination occur on or after January 1, 2020 and any year of employment thereafter, the average annual bonus paid to Mr. Saleem in the previous two fiscal years.

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In the case of termination of employment by the Company of Amy Adams without cause, her employment contract entitles her to a severance payment equal to her then current base salary for a period of time equal to the product of two weeks multiplied by the number of years Ms. Adams has then been employed by the Company or any of its past or present affiliates, up to an aggregate maximum of 26 weeks, subject to certain conditions.

For Ms. Kassa, in the case of termination of employment by the Company without cause, she will be entitled to a lump sum payment equal to six months of her then current base salary.

The table below shows the incremental payments that would be made to our NEOs under the terms of their employment agreements upon the occurrence of certain events, if such events were to have occurred as at December 31, 2018.

Name	Event	Severance ($)			Acceleration of Option-Based Awards  ($)(1)	Acceleration of Share-Based Awards  ($)(2)	Total ($)
Riadh Zine President and Chief Executive Officer	Termination by the Company without cause or resignation by employee in the twelve months following a change of control		2,300,000		2,393,277	3,005,600		7,698,877
Rohit Navani Executive Vice President and Chief Operating Officer	Termination by the Company without cause or resignation by employee in the twelve months following a change of control		1,320,000		1,160,000	1,394,000		3,874,000
Mohammad Saleem Chief Financial Officer and Corporate Secretary	Termination by the Company without cause		375,000		319,000	748,000		1,442,000
Amy Adams Senior Vice President	Termination by the Company without cause		150,000	(3)	—	170,000		320,000
Laura Kassa Senior Vice President	Termination by the Company without cause		87,500		580,000	374,000		1,041,500

(1) Assumes full vesting of outstanding in-the-money Options in accordance with the Option Plan based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018 (net of the exercise price of $0.50 for such Options).

(2) Assumes full vesting of outstanding RSUs in accordance with the RSU Plan based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018.

(3) Assumes payment based on a period of 26 weeks, which is the maximum post-termination payment period to which Ms. Adams is entitled under her employment agreement.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets out information concerning the option-based and share-based awards granted to our NEOs that were outstanding as at December 31, 2018:

	Option-Based Awards								Share-Based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)(1)		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested ($)(2)		Market or payout value of share- based awards not paid out or distributed ($)
Riadh Zine		825,268		0.50		March 15, 2026		2,393,277		442,000		1,502,800		—
President and Chief Executive Officer		875,000		3.74		November 16, 2025		Nil
Rohit Navani		400,000		0.50		March 15, 2026		1,160,000		205,000		697,000		—
Executive Vice President and Chief Operating Officer		325,000		3.74		November 16, 2025		Nil
Mohammad Saleem		110,000		0.50		March 15, 2026		319,000		110,000		374,000		—
Chief Financial Officer and Corporate Secretary		220,000		3.74		November 16, 2025		Nil
Amy Adams Senior Vice President		100,000		3.74		November 16, 2025		Nil		50,000		170,000		—
Laura Kassa Senior Vice President		200,000 125,000		0.50 3.74		March 15, 2026 November 16, 2025		580,000 Nil		110,000		374,000		—

(1) Based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018, less the exercise price.

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(2) RSUs will vest in accordance with the RSU Plan. The dollar values in this column are based on the closing price per Common Share of $3.40 on December 31, 2018, the last trading day of Fiscal 2018. The actual amount payable, if any, in respect of the RSUs will depend on, among other things, the market value of the Common Shares on the vesting date and the Company’s performance during the interim period.

Incentive Plan Awards – Value Vested or Earned During Fiscal 2018

The following table indicates, for each of our NEOs, a summary of the value of the option-based and share-based awards vested in accordance with their terms during Fiscal 2018 (assuming the continued employment of each NEO):

Name	Option-Based Awards – Value Vested During Fiscal 2018 ($)(1)		Share-Based Awards – Value Vested During Fiscal 2018 ($)(2)		Non-equity incentive plan compensation – Value earned during Fiscal 2018 ($)(3)
Riadh Zine		1,021,268		1,635,400		650,000
President and Chief Executive Officer
Rohit Navani		495,000		758,500		300,000
Executive Vice President and Chief Operating Officer
Mohammad Saleem		136,125		407,000		150,000
Chief Financial Officer and Corporate Secretary
Amy Adams		—		—		100,000
Senior Vice President
Laura Kassa		247,500		—		100,000
Senior Vice President

(1) Represents the aggregate dollar value of $4.25 per Common Share, which would have been realized if such Options had been exercised on the vesting date of March 15, 2018, less the exercise price of $0.50 per Common Share.

(2) Represents the aggregate dollar value of $3.70 per Common Share on the vesting date of November 15, 2018 of share-based awards (namely, RSUs).

(3) Represents non-equity annual cash bonus paid in respect of Fiscal 2018.

Corporate Governance

General

The Board believes that sound corporate governance practices are essential to the proper management and operation of our business. This includes compliance with applicable regulatory requirements and best practices that go beyond the requirements mandated by regulation.

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices.

Disclosure of our governance practices as required under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) is set out below and describes our approach to corporate governance.

To comply with these various standards and achieve best practices, we have adopted comprehensive corporate governance policies and procedures. Our key policies and documents include the following:

• Mandate of the Board of Directors

• Charters of the Board Committees, including the Audit Committee, the Compensation Committee and the Governance Committee

• Code of Conduct

• Whistleblower Policy

• Disclosure Policy

• Insider Trading Policy

• Corporate Governance Guidelines (which includes our majority voting policy)

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of one and a maximum of 10 directors, as determined from time to time by the directors.

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The size of the Board is currently set at five directors. The directors will be elected by shareholders at each annual meeting of shareholders and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

Pursuant to the disclosure contemplated by Item 15 of Form 58-101F1 – Corporate Governance Disclosure, the Company currently has no female directors. Of the five NEO’s, two (or 40%) are women.

Director Independence

A director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that of the five directors on our Board, Riadh Zine will not currently be considered independent because of his management role with the Company and Stan Dunford will not be considered independent because of his present ownership of more than 10% of the outstanding common shares of the Company (pursuant to applicable securities laws). Certain members of our Board are also members of the board of directors of other public companies. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that, given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities.

If the chair of the Company (the “Chair”) is not independent, then the Company shall appoint an independent lead director from among the directors who shall serve for such term as the Board may determine. In circumstances where the Chair has a material interest in a matter before the Board and cannot participate owing to a conflict in respect thereof, the lead director shall fill in for the role of the Chair (for a whole meeting or any part of a meeting). Murray Lee has been appointed as lead director by our Board and is responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by a majority of independent directors and shall be an independent director. Discussions will be led by the lead director who will provide feedback subsequently to the Chair.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the OBCA regarding conflicts of interest.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Governance Committee of our Board will seek to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our Governance Committee also is expected to conduct a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board.

Mandate of our Board of Directors

Our Board is responsible for supervising the management of the business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix “B” that includes the following:

• appointing the President and Chief Executive Officer;

• approving the corporate goals and objectives that the President and Chief Executive Officer is responsible for meeting and reviewing the performance of the President and Chief Executive Officer against such corporate goals and objectives;

AKUMIN INC. | Management Information Circular | 2018 22

• taking steps to satisfy itself as to the integrity of the President and Chief Executive Officer and other senior executive officers and that the President and Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and

• reviewing and approving management’s strategic and business plans.

Our Board has adopted a written position description for the Chair, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and shareholder meetings, director development and communicating with shareholders and regulators. Our Board has also adopted a written position description for our lead director.

Our Board has adopted a written position description for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among other things, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our President and Chief Executive Officer which sets out the key responsibilities of our President and Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration and supervising day-to-day management and communicating with shareholders and regulators.

Orientation and Continuing Education

We have implemented an orientation program for new directors under which a new director will meet with the Chair, the lead director, members of senior management and our secretary. It is anticipated that new directors will be provided with comprehensive orientation and education as to the nature and operation of Akumin and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. Our Governance Committee will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Code of Conduct

Our Board has adopted a written code of conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board will have ultimate responsibility for the stewardship of the Code of Conduct and it will monitor compliance through our Governance Committee. Directors, officers and employees will be required to annually certify that they have not violated the Code of Conduct. The Code of Conduct will be filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Committees of our Board

Our Board has established three committees: the Audit Committee, the Governance Committee and the Compensation Committee.

Audit Committee

Detailed information about our Audit Committee, including the mandate of the Audit Committee and a copy of its charter, can be found in our Annual Information Form for the 15-month period ended December 31, 2017 on www.sedar.com under the heading “Directors and Officers – Audit Committee”.

AKUMIN INC. | Management Information Circular | 2018 23

Governance Committee

Our Governance Committee initially consists of three directors, at least two of whom are persons determined by our Board to be independent directors, and is charged with reviewing, overseeing and evaluating our corporate governance and nominating policies. Our Governance Committee is comprised of Murray Lee, who acts as chair of this committee, Tom Davies and James Webb. For additional details regarding the relevant education and experience of each member of our Governance Committee, including the direct experience that is relevant to each committee member’s responsibilities, see “Election of Directors”.

No member of our Governance Committee will be one of our officers, and as such, our Board believes that our Governance Committee will be able to conduct its activities in an objective manner.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Governance Committee. Our Governance Committee’s purpose is to assist our Board in:

• developing our Corporate Governance Guidelines and principles and providing us with governance leadership;

• identifying individuals qualified to be nominated as members of our Board;

• overseeing director orientation and continuing education;

• assist the Board in fulfilling its oversight responsibilities in relation to the review and approval of related party transactions and other matters involving conflicts of interest;

• reviewing the structure, composition and mandate of Board committees; and

• evaluating the performance and effectiveness of our Board and of our Board committees.

Our Governance Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our Governance Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment will address, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board will receive and consider the recommendations from our Governance Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs.

Compensation Committee

Our Compensation Committee initially consists of three directors, at least two of whom are persons determined by our Board to be independent directors, and is charged with reviewing, overseeing and evaluating our compensation policies. Our Compensation Committee is comprised of Murray Lee, who acts as chair of this committee, Tom Davies and James Webb. As present or former leaders of large business enterprises, each of these members hold experience with respect to oversight on compensation or executive compensation matters. For additional details regarding the relevant education and experience of each member of our Compensation Committee, including the direct experience that is relevant to each committee member’s responsibilities, see “Election of Directors”.

No member of our Compensation Committee will be one of our officers, and as such, our Board believes that our Compensation Committee will be able to conduct its activities in an objective manner.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Compensation Committee. Our Compensation Committee’s purpose is to assist our Board in:

• the appointment, performance, evaluation and compensation of our senior executives;

• the recruitment, development and retention of our senior executives;

• maintaining talent management and succession planning systems and processes relating to our senior management;

• developing compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;

• establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;

• assessing the compensation of our directors;

• developing benefit retirement and savings plans; and

• administering the Company’s equity incentive plans.

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Independent Committee

On December 18, 2018, the Company formed a committee of independent directors (the “Independent Committee”) to assess, consider and evaluate, with the assistance of financial and legal advisors, a number of strategic alternatives relating to the Company including potential acquisitions, financings and joint ventures, among other things. The members of the Independent Committee were the independent members of the Board, being Murray Lee (Chair), Tom Davies and James Webb. The Independent Committee’s mandate concluded on March 31, 2019.

Securities Authorized for Issuance under Equity Compensation Plans

The following table shows information on compensation plans under which shares are authorized for issuance as at the date of this Circular. Only Common Shares are issuable under our Option Plan and RSU Plan. The Company does not have any equity compensation plans that have not been approved by its shareholders. For a description of our equity-based incentive compensation plans, see “Compensation Discussion and Analysis – Principal Elements of Compensation”.

Equity Compensation Plan Information

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and RSUs		(b) Weighted-average exercise price of outstanding options and RSUs			(c) Number of securities remaining available for future issuance under equity compensation  plans (excluding securities reflected in column (a))
Equity compensation plans approved by		5,176,424	$	1.78	(1)		1,094.503	(2)
shareholders

(1) Of the securities listed in (a) above, 963,156 are RSUs which have no exercise price, 2,025,268 are stock options with an exercise price of $0.50 per Common Share and 2,188,000 are stock options with an exercise price of $3.74 per Common Share.

(2) The Company intends to issue a further 6,250,000 Common Shares at closing of the previously announced acquisition of businesses in Florida and Georgia, which is expected to occur during the second quarter of 2019. As a result of such issuance of Common Shares, 625,000 additional securities would be available for future issuance under equity compensation plans.

Indebtedness of Directors and Executive Officers

Other than as noted below, no individual who is, or at any time during the most recent completed fiscal year of the Company was, a director or officer of the Company, a proposed nominee for election as a director of the Company, or any associate of any one of the foregoing persons is, or at any time since the beginning of the most recent completed fiscal year of the Company has been, indebted to the Company or any of its subsidiaries (other than in respect of amounts which constitute routine indebtedness) or was indebted to another entity, where such indebtedness is, or was at any time during the most recent completed fiscal year of the Company, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries. For the purposes of this paragraph, “support agreement” includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

Purpose	To us or our subsidiaries			To another entity
Share Purchases	$	500,000	(1)	$	—

(1) On February 8, 2018, Akumin Corp. agreed to lend an aggregate of $500,000 to the President and Chief Executive Officer, the Executive Vice President and Chief Operating Officer and the Chief Financial Officer and Corporate Secretary (collectively, the “Pledgors”) in connection with the purchase by such Pledgors of a total of approximately 142,857 Common Shares from certain selling securityholders of PMI, pursuant to the terms of a put and call option agreement made as of August 9, 2017 between Z Strategies Inc. and certain selling securityholders of PMI. The principal amount remaining from time to time unpaid and outstanding shall bear interest at 6% per annum and will be payable on the maturity date, being February 8, 2021. The Pledgors have granted to Akumin Corp. a security interest in the Common Shares purchased thereunder.

Voting Securities and Principal Holders of Voting Securities

Authorized Capital

Our authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of the date hereof, there are 62,709,270 Common Shares issued and outstanding as fully paid and non-assessable and zero preferred shares issued and outstanding. Further, as of the date hereof, the Company has 4,213,268 Options, 963,156 RSUs and 1,069,017 warrants to purchase Common Shares outstanding.

AKUMIN INC. | Management Information Circular | 2018 25

Common Shares

Subject to the rights of the holders of the preferred shares of the Company, holders of the Common Shares are entitled to dividends if, as and when declared by the directors. Holders of the Common Shares are entitled to one vote per Common Share at meetings of shareholders except at meetings at which only holders of a specified class of shares are entitled to vote. Upon liquidation, dissolution or winding-up of the Company, subject to the rights of holders of preferred shares, holders of the Common Shares are to share rateably in the remaining assets of the Company as are distributable to holders of Common Shares. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

Preferred Shares

Preferred shares may be issued by the directors of the Company at any time in one or more series. Subject to the provisions of the OBCA and our Articles, the Board may, by resolution, from time to time fix the number of shares in each series of preferred shares and determine the rights, privileges, restrictions and conditions attaching to each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, the voting rights (if any), any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding up and any sinking fund or other provisions, the whole to be subject to filing an amendment to our Articles to create the series and altering our Articles to include the special rights or restrictions attached to the preferred shares of the series. If any preferred shares are issued and the directors determine those preferred shares are to have voting rights, the holders of those preferred shares will vote together with the holders of Common Shares at meetings of shareholders except at meetings at which only holders of a specified class of shares are entitled to vote.

Principal Holders of Voting Securities

To the knowledge of the directors and the executive officers of the Company, as at the Record Date, no person beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Common Shares, other than as set out below:

Name of Shareholder	Type of Ownership		Number of Common Shares Owned		Percentage of Outstanding Common Shares			Percentage of Total Voting Rights
Stan Dunford		Common Shares		7,267,710		11.59	%(1)		11.59	%(1)

(1) Pursuant to the previously announced acquisition of certain businesses in Florida and Georgia, the Company expects to issue an additional 6,250,000 Common Shares upon closing of such acquisition, which is expected to close during the second quarter of 2019. As a result of such issuance of Common Shares, the number of Common Shares owned by Mr. Dunford is expected to be diluted to approximately 10.54% of all issued and outstanding Common Shares.

Interests of Certain Persons or Companies in Business of Meeting

To the knowledge of the directors and executive officers of Akumin, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

Interests of Informed Persons in Material Transactions

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading “Interests of Management and Others in Material Transactions”, to the knowledge of the Company, after reasonable inquiry, no “informed persons” of the Company (as defined in NI 51-102), nor any director nominee named herein, nor any person who beneficially owns, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to the issued Common Shares, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed fiscal year or in any proposed transaction which has materially affected the Company or would materially affect the Company, or any of its subsidiaries.

Shareholder Proposals

There are no shareholder proposals to be considered at the Meeting. The OBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual meeting of shareholders. Subject to the provisions of our advance notice bylaw which require certain advance notice for director nominations, the final date by which we must receive shareholder proposals for our annual meeting of shareholders to be held in 2020 is April 22, 2020.

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Management Contracts

No management functions of the Company and its subsidiaries are performed to any substantial degree by persons other than the directors and executive officers of the Company or its subsidiaries.

Additional Information

You can ask us for a copy of the following documents at no charge:

• our most recent annual report, which includes our comparative financial statements for the most recently completed financial year together with the accompanying auditors’ report;

• any interim financial statements that were filed after the financial statements for our most recently completed financial year;

• our management’s discussion and analysis related to the above financial statements;

• the management proxy circular for our most recent annual shareholder meeting; and

• our most recent Annual Information Form, together with any document, or the relevant pages of any document, incorporated by reference into it.

Please write to Investor Relations at 151 Bloor Street West, Suite 603, Toronto, Ontario M5S 1S4 or email info@akumin.com.

These documents are also available on our website at www.akumin.com and on SEDAR at www.sedar.com.

Information contained on, or that can be accessed through, our website does not constitute a part of this Circular and is not incorporated by reference herein.

Financial information is provided in our comparative annual financial statements and related management discussions and analysis for Fiscal 2018.

Approval

Our Board has approved the contents of this Circular and the sending thereof to our shareholders, directors and auditor.

DATED this 17^th day of May, 2019.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) Riadh Zine

Riadh Zine

President and Chief Executive Officer, Director

Toronto, Ontario

AKUMIN INC. | Management Information Circular | 2018 27

Appendix A – Mandate of the Board of Directors

See attached.

AKUMIN INC. | Management Information Circular | 2019 A-1

MANDATE OF THE BOARD OF DIRECTORS

Section 1 Introduction.

(1) The members of the board of directors (respectively, the “Directors” and the “Board”) of Akumin Inc. (the “Company”) are elected by the shareholders of Company and are responsible for the stewardship of Company. The purpose of this mandate (the “Board Mandate”) is to describe the principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in discharging its duties and responsibilities.

(2) Certain aspects of the composition and organization of the Board are prescribed and/or governed by the Business Corporations Act (Ontario) and the constating documents of the Company.

Section 2 Chair of the Board. The chair of the Board (the “Chair”) shall be appointed from among the Board’s members. The role of the Chair is to act as the leader of the Board, to manage and coordinate the activities of the Board and to oversee execution by the Board of this written mandate.

Section 3 Board Size. The articles of amalgamation of the Company provide that the Board shall be comprised of a minimum of one (1) and a maximum of ten (10) Directors. The Board shall periodically review its size in light of its duties and responsibilities from time to time.

Section 4 Independence.

(1) The Board shall be comprised of a minimum of 3 (three) independent Directors. A Director shall be considered independent if he or she would be considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

(2) If the Chair is not independent, then the Company shall appoint an independent lead Director (the “Lead Director”) from among the Directors who shall serve for such term as the Board may determine. In circumstances where the Chair has a material interest in a matter before the Board and cannot participate owing to a conflict in respect thereof, the Lead Director shall fill in for the role of the Chair (for a whole meeting or any part of a meeting). The Lead Director shall chair any meetings of the independent directors and assume such other responsibilities as the independent directors may designate in accordance with any applicable position descriptions or other applicable guidelines that may be adopted by the Board from time to time.

Section 5 Role and Responsibilities of the Board.

(1) The Board is responsible for supervising the management of the business and affairs of the Company and is expected to focus on guidance and strategic oversight with a view to increasing shareholder value.

- 2 -

(2) In accordance with the Business Corporations Act (Ontario), in discharging his or her duties, each Director must act honestly and in good faith, with a view to the best interests of the Company. Each Director must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Section 6 Board Meetings.

(1) In accordance with the constating documents of the Company, meetings of the Board may be held at such times and places as the Chair may determine and as many times per year as necessary to effectively carry out the Board’s responsibilities. The independent Directors may meet without senior executives of the Company or any non-independent Directors, as required.

(2) The Chair shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval.

(3) The Board may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Board.

Section 7 Delegations and Approval Authorities.

(1) The Board shall appoint the chief executive officer of the Company (the “CEO”) and delegate to the CEO and other senior executives the authority over the day-to-day management of the business and affairs of Company.

(2) The Board may delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, the Governance Committee and the Compensation Committee. The Board may appoint other committees, as it deems appropriate, and to the extent permissible under applicable law. The Board will retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities.

Section 8 Strategic Planning Process and Risk Management.

(1) The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs.

(2) The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Compensation Committee.

- 3 -

Section 9 Succession Planning, Appointment and Supervision of Senior Executives.

(1) The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization.

(2) The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of Company, and shall also approve the compensation of the senior executives of Company upon recommendation of the Compensation Committee.

Section 10 Financial Reporting and Internal Controls. The Board shall review and monitor, with the assistance of the Audit Committee, the adequacy and effectiveness of the Company’s system of internal control over financial reporting, including any significant deficiencies or changes in internal control and the quality and integrity of the Company’s external financial reporting processes.

Section 11 Regulatory Filings. The Board shall approve applicable regulatory filings that require or are advisable for the Board to approve, which the Board may delegate in accordance with Section 7(2) of this mandate. These include, but are not limited to, the annual audited financial statements, interim financial statements and related management discussion and analysis accompanying such financial statements, management proxy circulars, annual information forms, offering documents and other applicable disclosure.

Section 12 Corporate Disclosure and Communications. The Board will seek to ensure that corporate disclosure of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which Company’s securities are listed. In addition, the Board shall adopt appropriate procedures designed to permit the Board to receive feedback from shareholders on material issues.

Section 13 Corporate Policies The Board shall adopt and periodically review policies and procedures designed to ensure that the Company and its Directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Company’s business ethically and with honesty and integrity.

Section 14 Review of Mandate.

(1) The Board may, from time to time, permit departures from the terms of this Board Mandate, either prospectively or retrospectively. This Board Mandate is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

- 4 -

(2) The Board may review and recommend changes to this Board Mandate from time to time, and at least annually, and the Governance Committee may periodically, and at least annually, review and assess the adequacy of this Board Mandate and recommend any proposed changes to the Board for consideration.

Originally Approved by the Board:	November 14, 2017
Amended by the Board:	November 13, 2018
Last Reviewed:	November 13, 2018

EX-99.22

Exhibit 99.22

TSX TRUST COMPANY

VIA ELECTRONIC TRANSMISSION

May 31, 2019

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

RE:     AKUMIN INC

We are pleased to confirm that copies of the following proxy-related materials were mailed on May 30, 2019 to the registered shareholders, the Non-Objecting Beneficial Owners (“NOBO”), Auditor and Directors:

1 Proxy with Request for Financial Statements - Registered Shareholders, Auditor and Directors

2 Voting Instruction Form with Request for Financial Statements - NOBOs

3 Notice of Meeting Combined with Information Circular

4 Financial Statements and MD&A

5 Proxy Return Envelope - Registered Shareholders and NOBOs

Yours truly,

TSX Trust Company

“Rosa Vieira”

Senior Relationship Manager
Rosa.Vieira@tmx.com

VANCOUVER 650 West Georgia Street,
Suite 2700 Vancouver, BC V6B 4N9 T 604 689-3334 CALGARY 300-5th Avenue SW, 10th floor
Calgary, AB T2P 3C4 T 403 218-2800 TORONTO 301 - 100 Adelaide Street West
Toronto ON M5H 4H1 Toll Free 1-866-600-5869 T 416 361-0930 MONTRÉAL 1800 - 1190, avenue des
Canadiens-de-Montréal, C. P. 37
Montréal (Québec) H3B 0G7 T 514 395-5964

EX-99.23

Exhibit 99.23

	Akumin Inc.
	(the “Corporation”)
	FORM OF PROXY (“PROXY”)
	Annual General Meeting
	June 21, 2019 at 10:00 a.m. Eastern
Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street,
	Toronto, Ontario M5L 1B9, Canada
	(the “Meeting”)

RECORD DATE:	May 22, 2019
CONTROL NUMBER:
SEQUENCE #:
FILING DEADLINE FOR PROXY:	June 19, 2019, 10:00 a.m. Eastern

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1
The undersigned hereby appoints Riadh Zine, whom failing Mohammad Saleem (the “Management Nominees”), or instead of any of them, the following Appointee

  Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	FOR	WITHHOLD
a)      Riadh Zine	☐	☐
b)      Thomas (Tom) Davies             c)      Stanley Dunford             d)      Murray Lee             e)      James Webb	☐	☐
	☐	☐
	☐	☐
	☐	☐
2. Appointment of Auditors	FOR	WITHHOLD
Appointment of PricewaterhouseCoopers LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.	☐	☐

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

    PLEASE PRINT NAME   Signature of registered owner(s)                       Date (MM/DD/YYYY)    

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit

www.tsxtrust.com/investorinsite

Click on, “Register Online Now” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

☐ Annual Financial Statements with MD&A

☐ Interim Financial Statements with MD&A

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

☐ Check this box if you wish to receive the selected financial statements electronically and print your email address below

 E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery?lang=en

Akumin Inc.

2019

EX-99.24

Exhibit 99.24

Akumin Closes US$382 million Refinancing and Previously Announced Acquisitions

June 3, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today it closed, effective May 31, 2019, the previously announced refinancing of its credit facilities. The new credit facilities are for an aggregate principal amount of US$382 million and include a Term Loan A facility of US$66 million, a Term Loan B facility of US$266 million and a revolving credit facility of US$50 million. US$16 million of the Term Loan A facility is subject to a delayed draw and is available to Akumin for use in potential acquisitions until August 29, 2019. The remainder of the term loans were advanced on May 31, 2019 and the proceeds were used to refinance Akumin’s existing credit facilities and finance acquisitions. The revolving credit facility may be used for acquisitions, investments and other general corporate purposes. Also on May 31, 2019, Akumin acquired a single diagnostic imaging center in Deltona, Florida through a subsidiary.

Contemporaneously with the closing of its refinancing, Akumin closed its previously announced transactions to acquire Advanced Diagnostics Group (“ADG”), The Imaging Centers of West Palm and management of Elite Radiology of Georgia. As a result of the closing, Akumin indirectly holds all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the “Targets”). The total purchase price for the Targets was approximately US$214 million of which US$25 million was satisfied by the issuance of Akumin shares at a price of US$4.00 per share. Part of the purchase price for SFL Radiology Holdings, LLC, the exclusive manager of Elite Radiology of Georgia, LLC, is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses.

“The successful closing of this US$382 million financing is proof of the foundation we built as a company to successfully execute on a market consolidation strategy,” said Riadh Zine, Akumin’s President and Chief Executive Officer. “We are very appreciative of the support provided and the capital deployed by all the relationship banks and US debt institutions. The trust that our debt capital providers have placed in our team makes us more focused to realize the vision we have always had for Akumin.”

About the Credit Facilities

The Term Loan A, Term Loan B and revolving credit facilities all have a term of 5 years, maturing on May 31, 2024. The Term Loan A and revolving credit facilities bear interest at an index based on either LIBOR or a base rate, in each case plus a margin based on Akumin’s consolidated total leverage ratio. The margin at closing was set at 4.50% for Eurodollar rate loans or 3.50% for base rate loans. The Term Loan B facility bears interest at LIBOR plus 6.00% for Eurodollar rate loans or the base rate plus 5.00 % for base rate loans.

The credit facilities were led by BBVA Compass, as administrative agent, and BBVA Securities Inc., as lead arranger and sole bookrunner. The syndicate includes HIG Whitehorse, TCW Asset Management Company LLC, Comvest Capital IV, L.P., The Bank of Nova Scotia, BankUnited, National Bank of Canada, BC Partners and A-Cap Investments.

The credit facilities may be incrementally increased by up to US$100 million subject to lender commitment and certain other conditions. The credit facilities are secured against substantially all of Akumin’s and its subsidiaries’ assets.

About the Targets

Advanced Diagnostic Group operates 14 outpatient diagnostic imaging centers across Florida, each as an independent diagnostic testing facility, with a particular focus on personal injury imaging. In 2018, ADG’s management team took over management of The Imaging Centers of West Palm, which operates 7 outpatient diagnostic imaging centers in South Florida.

SFL Radiology Holdings, LLC has the exclusive right to manage the non-clinical and administrative affairs of Elite Radiology of Georgia, LLC, a physician-owned practice which operates six outpatient diagnostic imaging centers in the Atlanta, Georgia area.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

- 2 -

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 3 -

EX-99.25

Exhibit 99.25

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Akumin Inc. (the “Company”)

151 Bloor Street West, Suite 603

Toronto, ON M5S 1S4

Item 2 Date of Material Change

May 31, 2019.

Item 3 News Release

A press release was issued through Canada Newswire on June 3, 2019 and subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company closed its previously announced refinancing of its credit facilities. The new credit facilities are for an aggregate principal amount of US$382 million and include a Term Loan A facility of US$66 million, a Term Loan B facility of US$266 million and a revolving credit facility of US$50 million. Contemporaneously with the closing of its refinancing, the Company also closed its previously announced transactions to acquire Advanced Diagnostics Group, The Imaging Center of West Palm Beach and management of Elite Radiology of Georgia (collectively, the “Targets”). The total purchase price for the Targets was approximately US$214 million.

Item 5 Full Description of Material Change

For a full description of the material change, please refer to the press release of the Company dated June 3, 2019, attached hereto as Schedule A.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

None.

Item 8 Executive Officer

The name and business number of an executive officer of the Company who is knowledgeable about the material change and this report is:

Riadh Zine

President and Chief Executive Officer

Phone: (416) 613-1391

Item 9 Date of Report

June 7, 2019.

SCHEDULE A

PRESS RELEASE

See attached.

Akumin Closes US$382 million Refinancing and Previously Announced Acquisitions

June 3, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today it closed, effective May 31, 2019, the previously announced refinancing of its credit facilities. The new credit facilities are for an aggregate principal amount of US$382 million and include a Term Loan A facility of US$66 million, a Term Loan B facility of US$266 million and a revolving credit facility of US$50 million. US$16 million of the Term Loan A facility is subject to a delayed draw and is available to Akumin for use in potential acquisitions until August 29, 2019. The remainder of the term loans were advanced on May 31, 2019 and the proceeds were used to refinance Akumin’s existing credit facilities and finance acquisitions. The revolving credit facility may be used for acquisitions, investments and other general corporate purposes. Also on May 31, 2019, Akumin acquired a single diagnostic imaging center in Deltona, Florida through a subsidiary.

Contemporaneously with the closing of its refinancing, Akumin closed its previously announced transactions to acquire Advanced Diagnostics Group (“ADG”), The Imaging Centers of West Palm and management of Elite Radiology of Georgia. As a result of the closing, Akumin indirectly holds all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the “Targets”). The total purchase price for the Targets was approximately US$214 million of which US$25 million was satisfied by the issuance of Akumin shares at a price of US$4.00 per share. Part of the purchase price for SFL Radiology Holdings, LLC, the exclusive manager of Elite Radiology of Georgia, LLC, is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses.

“The successful closing of this US$382 million financing is proof of the foundation we built as a company to successfully execute on a market consolidation strategy,” said Riadh Zine, Akumin’s President and Chief Executive Officer. “We are very appreciative of the support provided and the capital deployed by all the relationship banks and US debt institutions. The trust that our debt capital providers have placed in our team makes us more focused to realize the vision we have always had for Akumin.”

About the Credit Facilities

The Term Loan A, Term Loan B and revolving credit facilities all have a term of 5 years, maturing on May 31, 2024. The Term Loan A and revolving credit facilities bear interest at an index based on either LIBOR or a base rate, in each case plus a margin based on Akumin’s consolidated total leverage ratio. The margin at closing was set at 4.50% for Eurodollar rate loans or 3.50% for base rate loans. The Term Loan B facility bears interest at LIBOR plus 6.00% for Eurodollar rate loans or the base rate plus 5.00 % for base rate loans.

The credit facilities were led by BBVA Compass, as administrative agent, and BBVA Securities Inc., as lead arranger and sole bookrunner. The syndicate includes HIG Whitehorse, TCW Asset Management Company LLC, Comvest Capital IV, L.P., The Bank of Nova Scotia, BankUnited, National Bank of Canada, BC Partners and A-Cap Investments.

The credit facilities may be incrementally increased by up to US$100 million subject to lender commitment and certain other conditions. The credit facilities are secured against substantially all of Akumin’s and its subsidiaries’ assets.

About the Targets

Advanced Diagnostic Group operates 14 outpatient diagnostic imaging centers across Florida, each as an independent diagnostic testing facility, with a particular focus on personal injury imaging. In 2018, ADG’s management team took over management of The Imaging Centers of West Palm, which operates 7 outpatient diagnostic imaging centers in South Florida.

SFL Radiology Holdings, LLC has the exclusive right to manage the non-clinical and administrative affairs of Elite Radiology of Georgia, LLC, a physician-owned practice which operates six outpatient diagnostic imaging centers in the Atlanta, Georgia area.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

- 2 -

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 3 -

EX-99.26

Exhibit 99.26

Execution Version

FIRST AMENDMENT TO LOAN DOCUMENTS

This FIRST AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of May 31, 2019, is entered into by and among AKUMIN INC., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each Guarantor listed on the signature pages hereto, including the guarantors listed on Exhibit A hereto (the “Joining Guarantors”), Compass Bank d/b/a BBVA Compass, in its capacity as a Swing Line Lender, an L/C Issuer and Administrative Agent, (the “Administrative Agent”) and the Lenders (defined below) party hereto.

RECITALS

WHEREAS, the Borrower, Holdings, the Administrative Agent and certain banks and other financial institutions (the “Existing Lenders”) are parties to that certain Credit Agreement, dated as of August 15, 2018 (as amended hereby, and as further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement prior to giving effect to this Amendment being referred to as the “Existing Credit Agreement”), pursuant to which the Existing Lenders have extended revolving credit facilities and a term loan facility to the Borrowers;

WHEREAS, the Loan Parties have requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement, as more particularly set forth below, and the Lenders party to this Amendment (after giving effect to the Facility Adjustments (defined below)) are willing to effect such amendments, as provided in, and on the terms and conditions contained in, this Amendment;

WHEREAS, the Loan Parties have also requested that the Existing Credit Agreement be amended and increased to provide for (a) a Term A Facility (as defined in the Credit Agreement) in an aggregate principal amount of $66,000,000, (b) a Term B Facility (as defined in the Credit Agreement) in an aggregate principal amount of $266,000,000, and (c) a revolving credit facility with aggregate Revolving Credit Commitments (as defined in the Credit Agreement) in a principal amount of $50,000,000, and the banks, financial institutions and other lenders providing the Term Loan and the Revolving Credit Commitments (the “Lenders”) are willing to amend the Credit Agreement to provide such credit facilities as provided in, and on the terms and conditions contained in, this Amendment and in the Credit Agreement;

WHEREAS, certain lenders under the Existing Credit Agreement identified on the signature pages hereto as “Departing Lenders” (the “Departing Lenders”) have agreed to assign their Revolving Credit Commitments, Revolving Credit Loans and Term Loans (each as defined in the Existing Credit Agreement) under the Existing Credit Agreement pursuant to the terms hereof, with such assignment being deemed to occur simultaneously with the Facility Adjustments and prior to the amendments set forth herein; and

WHEREAS, the Lenders are willing to consent to the requested amendments to and increases of the Existing Credit Agreement and the Facility Adjustments, all as provided in, and on the terms and conditions contained in, this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree, as applicable, as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.

2. Amendments to Loan Documents. Subject to the terms and conditions hereof and in accordance with Section 10.1 of the Existing Credit Agreement:

(a) The Existing Credit Agreement (other than the Schedules and Exhibits thereto) is hereby amended in its entirety to read in the form of Annex I attached hereto (which such amended Credit Agreement shall include the amended and increased Term Commitments and Revolving Credit Commitments provided in this Amendment).

(b) The Schedules to the Existing Credit Agreement are hereby amended by replacing such Schedules in their entirety with those attached as Annex II hereto.

(c) The Exhibits to the Existing Credit Agreement are hereby amended by replacing such Exhibits in their entirety with those attached as Annex III hereto.

(d) The Schedules to the Security Agreement are hereby amended by replacing such Schedules in their entirety with those attached as Annex IV hereto.

(e) Section 1.1(v) of Exhibit C to the Security Agreement is hereby amended by deleting the phrase “all any and all claims” and inserting in lieu thereof “any and all claims”.

(f) Schedule III to the Canadian Security Agreement is hereby amended by replacing such Schedule in its entirety with that attached as Annex V hereto.

(g) Section 1.1(v) of Exhibit C to the Canadian Security Agreement is hereby amended by deleting the phrase “all any and all claims” and inserting in lieu thereof “any and all claims”.

3. Facility Adjustments.

(a) Upon the First Amendment Effective Date (defined below) (i) the aggregate principal amount of the Term A Loans and Term B Loans referenced in the amended Credit Agreement set forth as Annex I hereto in excess of the principal amount of the Term Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the First Amendment Effective Date shall be provided by the applicable Lenders so that, after giving effect thereto, the aggregate amount of the Delayed Draw Loan Term Commitment, Term A Loan and Term B Loan of each applicable Lender shall be as set forth on Schedule 2.01 to the Credit Agreement included in Annex II hereto, and (ii) the Revolving Credit Commitments referenced in the amended Credit Agreement set forth as Annex I hereto shall be made available by the applicable Lenders so that, after giving effect thereto, the aggregate amount of the Revolving Credit Commitments of each applicable Lender shall be as set forth on Schedule 2.01 to the Credit Agreement included in Annex II hereto.

(b) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, in connection with the increase of the Term Loans (as defined in the Existing Credit Agreement) as Term A Loans and Term B Loans hereunder, and the increase of the Revolving Credit Commitments hereunder, each party hereto agrees (i) that the requisite assignments shall be deemed to be made in such amounts among the Lenders and the Departing Lenders, and from each Lender and Departing Lender to each other applicable Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Assumption as required under the Existing Credit Agreement and (ii) to any adjustments to be made to the Register to effectuate such reallocations and assignments. In connection therewith, (x) any reallocation among the applicable Lenders and the Departing Lenders resulting from the Facility Adjustments, (y) the repayment of any Loans necessary in connection with the Facility Adjustments (if any), and (z) any reallocation among the applicable Lenders of outstanding Loans resulting from the Facility Adjustments (if any), shall in each case all occur on the First Amendment Effective Date in connection with the effectiveness of this Amendment, and the Administrative Agent may make such adjustments between and among the applicable Lenders and Departing Lenders

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(including adjustments to participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans) as are reasonably necessary to effectuate the Facility Adjustments, so that the outstanding Revolving Credit Commitments, Term A Loans (and the related Delayed Draw Term Commitments) and Term B Loans are as set forth on the revised Schedule 2.01 to the Credit Agreement included in Annex II hereto as of the First Amendment Effective Date and the outstanding Loans and Delayed Draw Term Commitment on the First Amendment Effective Date are held by the applicable Lenders in accordance with their respective Applicable Percentage (the increase of the facilities provided in the Credit Agreement, and the assignments, adjustments and reallocations set forth in this sentence, collectively, the “Facility Adjustments”). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement, the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption.

(c) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, each Lender agrees that (i) the Facility Adjustments provided by this Amendment shall each be effective upon the First Amendment Effective Date immediately prior to the effectiveness of the amendments set forth in Section 2 above, (ii) the conditions to effectiveness of the Facility Adjustments and the amendments set forth in Section 2 above are limited to the conditions to the effectiveness of this Amendment on the First Amendment Effective Date as set forth below and (iii) no increase to the Term Loan (as defined in the Existing Credit Agreement) as Term A Loans and/or Term B Loans provided herein shall constitute an incurrence of or increase to the facilities provided under Section 2.14 of the Existing Credit Agreement or of the Credit Agreement.

(d) To the extent not otherwise a Lender prior to the date of this Amendment, the Lenders providing any portion of the facilities under the Credit Agreement (collectively, the “Joining Lenders”) are parties to this Amendment for the purposes of agreeing to the Credit Agreement, becoming party thereto and becoming bound by the provisions thereof in the capacity of a Lender and providing their portion of the Term A Loans (including the Delayed Draw Term Commitment), Term B Loans and/or Revolving Credit Loans.

4. Joinder of Joining Lenders. By its execution of this Amendment, each Joining Lender hereby confirms and agrees that, on and after the First Amendment Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Term A Loans (including its Delayed Draw Term Commitment), Term B Loans and/or Revolving Credit Commitment shall be as set forth on the revised Schedule 2.01 to the Credit Agreement included in Annex II hereto. Each Joining Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Assignee under Section 10.06 of the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that executes this Amendment), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,

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or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

5. Representations and Warranties. The Borrower and each of the other Loan Parties (including, without limitation, each Joining Guarantor), by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the Lenders as of the First Amendment Effective Date as follows:

(a) the execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) require any consent or approval of the shareholders or members of such Loan Party, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to such Loan Party or of the constitutional documents, charter or bylaws of such Loan Party, (iii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or any other material agreement, lease, or instrument to which such Loan Party is a party or by which it or its properties may be bound or affected, or (iv) result in the creation of a Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by such Loan Party (other than Permitted Liens);

(b) this Amendment has been duly executed and delivered by each Loan Party, and this Amendment, the Credit Agreement and each other Loan Document (in each case, as amended hereby) constitutes a legal, valid and binding obligation of the Loan Parties, enforceable against each such Loan Party in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

(c) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, as applicable; and

(d) after the effectiveness of this Amendment on the First Amendment Effective Date, the borrowing of Loans and the provision of the Delayed Draw Term Commitments and the Revolving Credit Commitments set forth herein, no Default or Event of Default has occurred and is continuing.

6. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “First Amendment Effective Date”):

(a) Receipt by the Administrative Agent of at least one fully executed copy of this Amendment, executed by Holdings, the Borrower, the Joining Guarantors, each other Guarantor, each Lender, each Departing Lender (solely in its capacity as such), and the Administrative Agent;

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(b) All outstanding Swing Line Loans made under (and as defined in) the Existing Credit Agreement by the Swing Line Lender under (and as defined in) the Existing Credit Agreement plus all accrued fees, expenses and interest thereon, shall be repaid at least one (1) Business Day prior to the First Amendment Effective Date;

(c) All unpaid interest and fees accrued through and including the First Amendment Effective Date on outstanding Loans made under (and as defined in) the Existing Credit Agreement, shall be repaid on or prior to the First Amendment Effective Date;

(d) No Swing Line Loans under (and as defined in) the Existing Credit Agreement shall be outstanding on the First Amendment Effective Date; and

(e) Receipt by the Administrative Agent of evidence satisfactory to it that the conditions set forth in Sections 4.01 and 4.02 of the Credit Agreement have been satisfied.

7. No Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents as amended hereby, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents, and (d) confirms that the Collateral Documents and the Liens granted thereunder remain in full force and effect notwithstanding the entry into this Amendment.

8. Departing Lenders. By its execution of this Amendment, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the First Amendment Effective Date and the payment in full in cash in immediately available funds to each Departing Lender of all Obligations (including, without limitation, all principal amounts and accrued but unpaid interest) then owing to it under the Credit Agreement, (a) each Departing Lender shall cease to be a Lender under the Credit Agreement and (b) each Departing Lender shall have no further rights or obligations as a Lender under the Credit Agreement (and each such Departing Lenders’ Commitment under the Existing Credit Agreement is terminated and all of its obligations in respect of such Commitment or any extensions of credit under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) are forever discharged), except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 10.05 of the Credit Agreement. Each Departing Lender is a party to this Amendment solely for the purpose of evidencing its agreement to Section 3(b) and this Section 8.

9. Joinder of Guarantors. By their respective execution of this Amendment, each Joining Guarantor hereby become a party (i) to the Subsidiary Guaranty (the “Guaranty”) and bound by all the terms, conditions, obligations, liabilities and undertakings of each Guarantor or to which each Guarantor is subject thereunder, including without limitation the joint and several, unconditional, absolute, continuing and irrevocable guarantee to the Administrative Agent for the benefit of the Secured Parties of the payment and performance in full of the Guaranteed Obligations (as defined in the Guaranty) whether now existing or hereafter arising, all with the same force and effect as if the Joining Guarantor were a signatory to the Guaranty, and (ii) the Security Agreement as a Grantor and bound by all the terms, conditions, obligations, liabilities and undertakings of each Grantor or to which each Grantor is subject thereunder, including without limitation the grant pursuant to Section 1 of the Security Agreement, and each Joining Guarantor does hereby grant a security interest to the Administrative Agent for the benefit of the Secured Parties in the property and property rights constituting Collateral (as defined in Section 1 of the Security Agreement) of such Grantor or in which such Grantor has or may have or acquire an interest

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or the power to transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the payment and performance of the Secured Obligations, all with the same force and effect as if each such Joining Guarantor were a signatory to the Security Agreement.

10. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Existing Credit Agreement and each other Loan Document are and shall remain in full force and effect. All references in any Loan Document to the “Credit Agreement” or “this Agreement” (or similar terms intended to reference the Credit Agreement) or any references to any “Loan Document” shall henceforth refer to the Credit Agreement as amended by this Amendment or the Loan Documents as amended by this Amendment, as applicable. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto, each other Lender and each other Loan Party, and their respective successors and assigns.

(c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(d) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective upon satisfaction of the conditions set forth in Section 6 hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may not be amended except in accordance with the provisions of Section 10.019 of the Credit Agreement.

(e) If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) The Borrower agrees to pay, (i) in accordance with and subject to the limitations in Section 10.04 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder and (ii) all reasonable and documented out-pocket expenses incurred by the Administrative Agent in connection with the actions required to be taken by it pursuant to Section 9 of this Amendment on and after the First Amendment Effective Date.

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(g) None of the Facility Adjustment, this Amendment, the Credit Agreement, nor any other Loan Document shall release, limit or impair in any way the priority of any security interests and liens held by the Administrative Agent for the benefit of the Secured Parties against any assets of Holdings, the Borrower, any other Borrower, or any Guarantor arising under the Credit Agreement or any other Loan Documents, as each may be amended, restated, supplemented or modified from time to time.

(h) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Existing Lenders, the Lenders, or the Administrative Agent under the Existing Credit Agreement, the Credit Agreement, or any other Loan Document. Except as expressly set forth herein, nothing herein shall be deemed to entitle Holdings, the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Credit Agreement or any other Loan Document in similar or different circumstances.

(i) This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(j) Each Lender party hereto hereby makes, as of the First Amendment Effective Date, the representations and warranties contained in Section 9.13 of the Credit Agreement.

[Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

AKUMIN INC., as Holdings
By:	(signed) “Riadh Zine”

Name: Riadh Zine

Title: President and CEO

AKUMIN CORP., as the Borrower
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Executive Vice President and COO

AKUMIN HOLDINGS CORP., as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Executive Vice President and COO

ADG ACQUISITION HOLDINGS, INC., as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ADVANCED DIAGNOSTIC RESOURCES, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ADVANCED DIAGNOSTIC HOLDINGS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

AFO IMAGING, INC., as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN FL, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN FLORIDA HOLDINGS, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

AKUMIN IMAGING TEXAS, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

DELAWARE OPEN MRI RADIOLOGY ASSOCIATES, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ELITE IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ELITE RADIOLOGY OF GEORGIA, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

IMAGING CENTER OF WEST PALM BEACH LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

JEANES RADIOLOGY ASSOCIATES, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

LCM IMAGING, INC., as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

LEBANON DIAGNOSTIC IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PMI PARTNERS, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING AT THE MEDICAL CENTER, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING HEB, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF AUSTIN, LLC, as Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING AT CASA LINDA PLAZA, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF CORINTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF DENTON, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF FORT WORTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF FRISCO, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF GARLAND, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF GRAPEVINE/COLLEYVILLE, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF IRVING, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF MCKINNEY, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF MESQUITE, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED IMAGING OF PLANO, LLC, as a Guarantor
By:	(signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING ON PLANO PARKWAY, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

PREFERRED OPEN MRI, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

RITTENHOUSE IMAGING CENTER, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ROSE RADIOLOGY CENTERS, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

ROUND ROCK IMAGING, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

SYNCMED, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

TIC ACQUISITION HOLDINGS, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

VISTA PEM PROVIDERS, LLC, as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

WILKES-BARRE IMAGING, L.L.C., as a Guarantor

By:  (signed) “Rohit Navani”

Name: Rohit Navani

Title: Chief Operating Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as Administrative Agent

By:  (signed) “Kyle L. Sederstrom”

Name: Kyle L. Sederstrom

Title: Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as a Lender
By:	(signed) “Kyle L. Sederstrom”
Name: Kyle L. Sederstrom
Title: Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THE BANK OF NOVA SCOTIA, as a Lender

By:	(signed) “Suneel Puri”
Name: Suneel Puri
Title: Director

By:	(signed) “Dan Cameron”
Name: Dan Cameron
Title: Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NATIONAL BANK OF CANADA, as a Lender

By: (signed) “David Sellitto”

Name:	David Sellitto
Title:	Director

By: (signed) “David Torrey”

Name:	David Torrey
Title:	Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANKUNITED, N.A., as a Lender

By: (signed) “James P. Craig”

Name:	James P. Craig
Title:	SVP – Healthcare Practice Leader

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE ONSHORE CREDIT OPPORTUNITIES I SPC LLC, as a Lender

By: (signed) “Richard Siegel”

Name:	Richard Siegel
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE PRINCIPAL LENDING HOLDINGS, LLC, as a Lender

By: (signed) “Richard Siegel”

Name:	Richard Siegel
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE PRINCIPAL LENDING OFFSHORE HOLDINGS, LLC, as a Lender

By: (signed) “Richard Siegel”

Name:	Richard Siegel
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SWISS CAPITAL HYS PRIVATE DEBT FUND L.P., as a Lender

By: (signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE FINANCE CREDIT I, LLC, as a Lender

By: (signed) “Edward J. Giordano”

Name: Edward J. Giordano

Title: Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRISTAR CREDIT, LLC, as a Lender

By: (signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRINITY CREDIT, LLC, as a Lender

By: (signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

MPS HOLDCO UK LIMITED, as a Lender

By: (signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BCSSS HOLDCO UK LIMITED, as a Lender
By:	(signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

HGC SPV, LLC, as a Lender
By:	(signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THORNEY ISLAND LIMITED PARTNERSHIP, as a
Lender
By:	(signed) “Richard Siegel”

Name: Richard Siegel

Title: Authorized Signatory

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV, L.P., as a Lender
By:	(signed) “Jason Gelberd”

Name: Jason Gelberd

Title: Partner

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV (LUXEMBOURG)
MASTER FUND, SCSP, as a Lender
By:	(signed) “Jason Gelberd”

Name: Jason Gelberd

Title: Partner

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES KCAP FUNDING I, LLC, as a Lender
By:	(signed) “Daniel Gilligan”
Name:	Daniel Gilligan
Title:	Authorized Signatory

By: 

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES KCAP F3C SENIOR, LLC, as a Lender
By:	(signed) “Daniel Gilligan”
Name:	Daniel Gilligan
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

A-CAP INVESTMENTS RATED LLC, as a Lender
By:	(signed) “Edward Zhu”
Name:	Edward Zhu
Title:	Portfolio Manager

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SIEMENS FINANCIAL SERVICES, INC., as a Departing Lender
By:	(signed) “Michael L. Zion”
Name:	Michael L. Zion
Title:	Vice President, Siemens Financial Services, Inc.

By:	(signed) “John Finone”
Name:	John Finone
Title:	Vice President

[First Amendment to Loan Documents – Signature Page]

Annex I

(Amendment No. 1 to Loan Documents)

[Credit Agreement]

See attached.

Annex I

Execution Version

CREDIT AGREEMENT

(as amended by the First Amendment to Loan Documents dated as of May 31, 2019)

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

BBVA COMPASS,

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

THE BANK OF NOVA SCOTIA,

as Syndication Agent,

BANKUNITED,

HIG WHITEHORSE,

TCW ASSET MANAGEMENT COMPANY LLC and

COMVEST CAPITAL IV, L.P.,

as Co-Documentation Agents

and

BBVA SECURITIES INC.,

as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Section		Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		40
1.03	Accounting Terms		40
1.04	Rounding		41
1.05	Times of Day		41
1.06	Certain Calculations		41
1.07	Letter of Credit Amounts		41
1.08	Limited Condition Acquisitions and Financial Covenants		41
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans		42
2.02	Borrowings, Conversions and Continuations of Loans		43
2.03	Letters of Credit		44
2.04	Swing Line Loans		51
2.05	Prepayments		54
2.06	Termination or Reduction of Commitments		57
2.07	Repayment of Loans		58
2.08	Interest		59
2.09	Fees		59
2.10	Computation of Interest and Fees		60
2.11	Evidence of Indebtedness		60
2.12	Payments Generally; Administrative Agent’s Clawback		61
2.13	Sharing of Payments by Lenders		63
2.14	Increase in Commitments		63
2.15	Cash Collateral		67
2.16	Defaulting Lenders		68
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes		70
3.02	Illegality		74
3.03	Inability to Determine Rates		74
3.04	Increased Costs; Reserves on Eurodollar Rate Loans		75
3.05	Compensation for Losses		77
3.06	Mitigation Obligations; Replacement of Lenders		77
3.07	Survival		78
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions to Initial Credit Extension		78
4.02	Conditions to Subsequent Credit Extensions		82
4.03	Additional Conditions to Credit Extension of the Delayed Draw Term Loans		82

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TABLE OF CONTENTS

(continued)

		Page
	ARTICLE V REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws		83
5.02	Authorization; No Contravention		83
5.03	Governmental Authorization; Other Consents		83
5.04	Binding Effect		84
5.05	Financial Statements; No Material Adverse Effect		84
5.06	Litigation		85
5.07	No Default		85
5.08	Ownership of Property; Liens; Investments		85
5.09	Environmental Compliance		86
5.10	Insurance		87
5.11	Taxes		87
5.12	ERISA Compliance		87
5.13	Subsidiaries; Equity Interests; Loan Parties		87
5.14	Changes in Name, Jurisdiction of Formation and Structure; Tradenames		88
5.15	Margin Regulations; Investment Company Act		88
5.16	Disclosure		88
5.17	Intellectual Property; Licenses, Etc		88
5.18	Solvency		89
5.19	Casualty, Etc		89
5.20	Collateral Matters		89
5.21	Labor Matters		89
5.22	Deposit or Securities Accounts		89
5.23	Fees and Commissions		89
5.24	Material Contracts		90
5.25	HIPAA Compliance		90
5.26	Additional Healthcare Matters		91
5.27	Third Party Payors		92
5.28	Principal Payors		93
5.29	Management Services Agreement		93
5.30	Foreign Assets Control Regulations and Anti-Money Laundering		93
5.31	Use of Proceeds		94
5.32	Holding Company		94
5.33	Beneficial Ownership Certification		94
5.34	EEA Financial Institution		94
5.35	Borrower ERISA Status		94
	ARTICLE VI AFFIRMATIVE COVENANTS
6.01	Financial Statements		95
6.02	Certificates; Other Information		96
6.03	Notices		96
6.04	Payment of Obligations		97
6.05	Preservation of Existence, Etc		97
6.06	Maintenance of Properties		98
6.07	Insurance and Disaster Recovery		98
6.08	Compliance with Laws		98

-ii-

TABLE OF CONTENTS

(continued)

		Page
6.09	Books and Records		98
6.10	Inspection Rights		98
6.11	Use of Proceeds		99
6.12	Covenant to Guarantee Obligations and Give Security		99
6.13	Compliance with Environmental Laws		100
6.14	Payment of Taxes, Etc		100
6.15	Further Assurances		100
6.16	Cash Management Systems		101
6.17	Lender Meeting		102
6.18	Material Contracts		102
6.19	Management Changes		102
6.20	Management Services Agreement		102
6.21	[Reserved]		103
6.22	Healthcare Reimbursement Exclusions		103
6.23	Medicare/Medicaid Communications		103
6.24	Non-Compliance		103
6.25	Medicare Investigations		103
6.26	Healthcare Related Matters		104
6.27	Compliance Plan		104
6.28	Related Documents		104
6.29	Sanctions		104
6.30	Compliance with Terms of Leaseholds		104
6.31	CIA Compliance		105
6.32	Interest Rate Protection		105
	ARTICLE VII NEGATIVE COVENANTS
7.01	Liens		105
7.02	Indebtedness		106
7.03	Investments		107
7.04	Fundamental Changes		108
7.05	Dispositions		109
7.06	Restricted Payments		110
7.07	Change in Nature of Business		111
7.08	Transactions with Affiliates		111
7.09	Burdensome Agreements		111
7.10	Amendments of Organization Documents and Agreements		111
7.11	Accounting Changes		111
7.12	Prepayments, Etc		112
7.13	Prepayments and Amendments		112
7.14	Partnerships, Etc		112
7.15	Speculative Transactions		112
7.16	Formation of Subsidiaries		112
7.17	Negative Pledge		112
7.18	Changes in Locations; Name, etc		113
7.19	Holdings		113
7.20	Financial Covenants		113
7.21	ERISA		113

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TABLE OF CONTENTS

(continued)

		Page
7.22	Cash Management		114
7.23	OFAC; USA Patriot Act		114
7.24	Sale and Leaseback Transactions		114
7.25	Hazardous Materials		114
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default		114
8.02	Remedies Upon Event of Default		116
8.03	Application of Funds		117
	ARTICLE IX ADMINISTRATIVE AGENT
9.01	Appointment and Authority		118
9.02	Rights as a Lender		118
9.03	Exculpatory Provisions		119
9.04	Reliance by Administrative Agent		120
9.05	Delegation of Duties		120
9.06	Resignation of Administrative Agent		121
9.07	Non-Reliance on Administrative Agent and Other Lenders		122
9.08	No Other Duties, Etc		122
9.09	Administrative Agent May File Proofs of Claim		122
9.10	Collateral and Guaranty Matters		123
9.11	Secured Cash Management Agreements and Hedge Agreements		124
9.12	Withholding Taxes		124
9.13	Lender ERISA Representation		125
	ARTICLE X MISCELLANEOUS
10.01	Amendments, Etc		126
10.02	Notices and Other Communications; Facsimile Copies		128
10.03	No Waiver; Cumulative Remedies		129
10.04	Expenses; Indemnity; Damage Waiver		129
10.05	Payments Set Aside		131
10.06	Successors and Assigns		131
10.07	Treatment of Certain Information; Confidentiality		136
10.08	Right of Setoff		137
10.09	Interest Rate Limitation		137
10.10	Counterparts; Integration; Effectiveness		137
10.11	Survival of Representations and Warranties		137
10.12	Severability		138
10.13	Replacement of Lenders		138
10.14	Governing Law; Jurisdiction; Etc		138
10.15	Waiver of Jury Trial		139
10.16	USA Patriot Act and Canadian AML Acts’ Notice		140
10.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions		140
10.18	Additional Titles		140
10.19	Judgment Currency		140

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TABLE OF CONTENTS

(continued)

		Page
Signatures			S-1
SCHEDULES
1.01	Guarantors
2.01	Commitments and Applicable Percentages
5.05	Supplement to Interim Financial Statements
5.08(b)	Existing Liens
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.08(e)	Existing Investments
5.09(c)	Environmental Compliance
5.12	ERISA Plans
5.13	Subsidiaries and Other Equity Investments; Loan Parties
5.14	Changes in Name, State of Formation and Structure; Tradenames
5.17	Intellectual Property Matters
5.22	Deposit or Securities Accounts
5.23	Fees and Commissions
5.24	Material Contracts
5.26	Additional Healthcare Matters
5.27	Third Party Payors
5.28	Principal Payors
7.01(b)	Existing Liens
7.02	Outstanding Indebtedness
7.03(f)	Existing Investments
7.14	Partnerships
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1	Committed Loan Notice
A-2	Committed Repayment Loan Notice
A-3	Swing Line Loan Notice
B-1	Term A Note
B-2	Term B Note
B-3	Revolving Credit Note
C	Compliance Certificate
D	Assignment and Assumption
E	Security Agreement

-v-

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Compass Bank d/b/a BBVA Compass, as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).

RECITALS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) a term loan facility in an initial aggregate principal amount of $100,000,000 and (ii) a revolving credit facility in an initial aggregate principal amount of $30,000,000, which will include sublimits for (x) the making of one or more Letters of Credit from time to time and (y) Swing Line Loans. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2019 Acquisitions” means the acquisitions contemplated by the Purchase Agreements (each individually a “2019 Acquisition”).

“2019 Fee Letter” means that certain letter agreement, dated as of April 15, 2019, by and between the Borrower, BSI and the Administrative Agent.

“Account” means any “account” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter acquired by any Loan Party.

“Account Debtor” means any Person who is obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Activities” has the meaning set forth in Section 9.02(a).

“Additional Lender” has the meaning set forth in 2.14(b).

“ADG” means ADG Acquisition Holdings, Inc., a Florida corporation.

1

“Administrative Agent” means Compass Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Fee Letter” means that certain letter agreement, dated as of June 8, 2018, by and between the Borrower, BSI and the Administrative Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent’s Group” has the meaning set forth in Section 9.02(a).

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means, as the context may require in reference to all Facilities hereunder, the aggregate Commitments of all the Lenders hereunder and, in reference to any particular Facility hereunder, the aggregate Commitments of all the Lenders under such Facility.

“Agreement” means this Credit Agreement, as amended, modified or supplemented from time to time.

“Akumin FL” means Akumin FL, LLC, a Florida limited liability company and wholly-owned direct Subsidiary of the Borrower that owns and operates four Florida clinics disclosed to the Administrative Agent and the Lenders.

“Akumin FL Loans” means all of the advances and loans made by the Borrower pursuant to the Akumin FL Note.

“Akumin FL Note” means that certain Amended and Restated Grid Note dated May 11, 2018 by Akumin FL to the Borrower in a maximum aggregate amount of $5,000,000.

“Akumin FL Security Agreement” means that certain Security Agreement dated April 5, 2018 among SRA Ventures, Inc., a corporation formed under the laws of Florida, MTL Investments, LLC, a limited liability company formed under the laws of Florida, and Advanced Imaging of Port Charlotte, LLC, a limited liability company formed under the laws of Florida, in favor of the Borrower, which security agreement was assumed by Akumin FL, LLC in connection with (and as security for) the Akumin FL Note on or about May 11, 2018.

“Alaris Note” means Indebtedness of Akumin FL evidenced by a subordinated note and security agreement dated May 11, 2018 owing to Alaris USA Inc. in an aggregate principal amount not to exceed (i) $1,500,000 plus (ii) the amount of the Earnout Obligation owing to Alaris USA Inc., which Earnout Obligation shall not exceed $4,000,000, for a maximum aggregate principal amount not to exceed $5,500,000 (which maximum aggregate principal amount shall be reduced by any payment made on or prior to the First Amendment Effective Date, including the payment pursuant to Section 4.01(a)(xiii)(B)).

“Alaris/Agent Subordination Agreement” means that certain Subordination Agreement dated May 31, 2019, in form and substance satisfactory to the Administrative Agent, pursuant to which the obligations of Akumin FL to the Secured Parties as a Loan Party under the Loan Documents are subordinated to the obligations of Akumin FL to Alaris USA Inc. pursuant to the Alaris Note for so long as the Alaris Note is outstanding.

2

“Alaris Subordination Agreement” means that certain Subordination Agreement dated May 11, 2018 pursuant to which the obligations of Akumin FL to Alaris USA Inc. pursuant to the Alaris Note are subordinated to the obligations of Akumin FL to the Borrower under the Akumin FL Note.

“All-In Yield” means, as to any Indebtedness, the effective all-in yield applicable thereto taking into account interest rate margins, original issue discount (“OID”), upfront fees (which shall be deemed to constitute like amounts of OID, with OID being equated to interest based on an assumed four-year weighted average life to maturity) payable in connection with the initial primary syndication thereof (if applicable) and any interest rate floor (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Rate), or otherwise, in each case as reasonably determined by the Administrative Agent; provided that OID and upfront fees shall be equated to interest rate assuming a four-year weighted average life to maturity (or, if less, the remaining weighted average life to maturity the time of its incurrence of the applicable Indebtedness); and provided further that “All-In Yield” shall not include (i) customary arrangement fees, commitment fees, structuring fees and underwriting fees for such Indebtedness or any other fees not payable generally to the lenders providing such Indebtedness (regardless of whether any such fees are paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably (or, if only one lender (or affiliated group of lenders) is providing such Indebtedness, are fees of the type not customarily shared with lenders generally).

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment under all Facilities at such time or, the percentage (carried out to the ninth decimal place), of the Aggregate Commitments under any particular Facility represented by such Lender’s Commitment under such Facility at such time. If the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Term Lender to make any Term Loans have been terminated pursuant to Section 8.02, or if the Term Commitments have expired, then the Applicable Percentage of each Term Lender in respect of the applicable Term Facility shall be determined based on the Applicable Percentage of such Term Lender in respect of such Term Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on the revised Schedule 2.01 attached to the First Amendment or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) with respect to the Term B Facility, [Percentage redacted for confidentiality reasons.] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons.] per annum for Eurodollar Rate Loans and (b) with respect to the Revolving Credit Facility and the Term A Facility, (i) from the First Amendment Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the Fiscal Quarter ending September 30, 2019, [Percentage redacted for confidentiality reasons.] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons.] per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below for the applicable Facility determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

3

REVOLVING CREDIT FACILITY AND TERM A FACILITY

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate (Letters of Credit)	Base Rate	Commitment Fee
I	£ 3.25:1
II	> 3.25:1 but £ 3.75:1	[Percentages redacted for confidentiality reasons]
III	> 3.75:1 but £ 4.25:1
IV	> 4.25:1

Any increase or decrease in the Applicable Rate with respect to the Revolving Credit Facility and the Term A Facility resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Administrative Agent, Pricing Level IV shall apply in respect of the Revolving Credit Facility and the Term A Facility as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BSI in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

4

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the 15-month period ended December 31, 2017, and the related consolidated statements of operations and cash flows for such period, including the notes thereto.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means the U.S. Bankruptcy Code of 1978, as amended.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus [Percentage redacted for confidentiality reasons.], (b) the rate of interest in effect for such day as publicly announced from time to time by Compass Bank as its “prime rate”, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%; provided that if the Base Rate at any time shall be less than 1.00%, such rate shall be deemed to be 1.00% for all purposes under this Agreement. The “prime rate” is a rate set by Compass Bank based upon various factors including Compass Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. Any change in the “prime rate” by Compass Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required under the Laws to close and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Canadian AML Acts” means applicable Canadian Law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

5

“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof.

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United Nations Al-Qaida and Taliban Regulations as published by the Office of the Superintendent of Financial Institutions Canada.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding sales and trade-ins of capital medical equipment and normal replacements and maintenance which are properly charged to current operations).

“Capitalized Leases” means all leases that have been or should be, in accordance with IFRS, recorded as capitalized leases.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;

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(c) commercial paper in an aggregate amount of no more than $500,000 per issuer outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with IFRS as current assets of Holdings or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and other cash management services.

“CCP” has the meaning set forth in Section 6.27.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“C.F.R.” has the meaning specified in Section 5.25.

“Change in Law” means the occurrence, after the First Amendment Effective Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided, however, that for purposes of this Agreement, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, rules, requests, guidelines and directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canada or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means, an event or series of events by which:

(a)

(i) at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty-five percent (35%) of the Equity Interests of Holdings entitled to vote in the election

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of members of the board of directors (or equivalent governing body) of Holdings on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(ii) at any time during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Holdings cease (other than as a result of changes resulting from corporate governance requirements applicable to the Holdings) to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(b) Holdings shall cease, directly or indirectly, to own and Control legally and beneficially all of the Equity Interests in Borrower; or

(c) Borrower or any Subsidiary of Borrower shall cease, directly or indirectly, to own and Control legally and beneficially each of the Equity Interests in its Subsidiaries or Minority Investments owned, directly or indirectly, by it as of the First Amendment Effective Date except as permitted by this Agreement.

“Closing Date” means August 15, 2018.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” means the Collateral Agent under the Security Agreement.

“Collateral Assignment of 2019 Acquisition Documents” means each Assignment of Agreement, dated as of the First Amendment Effective Date, relating to each Purchase Agreement, made by the Borrower to and for the benefit of the Administrative Agent, on behalf of and for the benefit of itself and the Lenders.

“Collateral Assignment of Acquisition Documents” means the Assignment of Agreement, dated as of the Closing Date, relating to the Rose Acquisition Agreement, made by FL Holdings to and for the benefit of the Administrative Agent, on behalf of and for the benefit of itself and the Lenders.

“Collateral Assignment of Management Services Agreements” means each Collateral Assignment of Agreements relating to a Management Services Agreement, dated as of the Closing Date, and any other collateral assignment of any Management Services Agreements entered into after the Closing Date.

“Collateral Assignment of Related Documents” means each Collateral Assignment of Agreements, dated as of the date hereof, by Borrower and FL Holdings related to the Related Documents.

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“Collateral Assignment of Akumin FL Note” means that certain Collateral Assignment of Akumin FL Note dated as of the date hereof, by Borrower in favor of the Administrative Agent related to the Akumin FL Note, the Akumin FL Security Agreement and the Alaris Subordination Agreement.

“Collateral Assignment of Transfer Restriction Agreements” means each Collateral Assignment of Agreements relating to a Transfer Restriction Agreement, dated as of the Closing Date, and any other collateral assignment of any Transfer Restriction Agreement entered into after the Closing Date.

“Collateral Documents” means, collectively, the Security Agreements, the Collateral Assignment of Management Services Agreements, Collateral Assignment of Transfer Restriction Agreements, the Collateral Assignment of Acquisition Documents, each Collateral Assignment of 2019 Acquisition Documents, Collateral Assignment of Related Documents, the Collateral Assignment of Akumin FL Note, the Pledge Agreement, any Landlord Waiver, each of the mortgages, collateral assignments, Security Agreement Supplements, intellectual property security agreements, security agreements, joinders, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collection Accounts” has the meaning set forth in Section 6.16(a)(i).

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing (including the continuation on the First Amendment Effective Date), (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1.

“Committed Repayment Loan Notice” means a notice of repayment of a Loan, which shall be substantially in the form of Exhibit A-2.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C, and in any event shall include the detail, support and documentation set forth in the last sentence of the definition of Consolidated Adjusted EBITDA.

“Concentration Account” has the meaning set forth in Section 6.16(b)(ii).

“Consolidated Adjusted EBITDA” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, in each case to the extent deducted (or not included) in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid or payable by Holdings and its Subsidiaries for such period (after giving effect to any tax credit or tax refunds for such period), (iii) depreciation and amortization expense, (iv) other non-recurring expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) other unusual or non-recurring cash expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income in an aggregate amount for any four-quarter period (when combined with the additions set forth in clause (vii) below) not to exceed 15% of Consolidated Adjusted EBITDA in any four-fiscal quarter period

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(calculated before giving effect to any such add-backs pursuant to either this clause (v) or clause (vii) below), (vi) adjustments and addbacks set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national or regional standing (or any other accounting firm reasonably acceptable to the Administrative Agent) in connection with any Investment permitted hereunder and approved by the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld), (vii) in connection with any Investment permitted hereunder regarding which a quality of earnings analysis described in clause (vi) immediately above is not obtained, adjustments, addbacks, and the amount of expected synergies that are reasonably identifiable and factually supportable in an aggregate amount for any four-quarter period (when combined with the additions set forth in clause (v) above) not to exceed 15% of Consolidated Adjusted EBITDA in any four-fiscal quarter period (calculated before giving effect to any such add-backs pursuant to either this clause (vii) or clause (v) above), and (viii) additional adjustments and addbacks agreed to by the Administrative Agent and the Required Lenders; minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all noncash items increasing Consolidated Net Income for such period and (ii) for any Non-Wholly Owned Subsidiary, the Minority Interest Allocation of the earnings before interest, Taxes, depreciation and amortization (calculated in a manner consistent with this calculation of Consolidated Adjusted EBITDA other than this clause (b)(ii)) for such Person. Calculations of Consolidated Adjusted EBITDA in any Compliance Certificate shall set forth the addbacks provided in this definition in a detailed manner, and each such addback shall be reasonably supported by documentation and/or a detailed description of the scope, nature, origin and calculation thereof.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with IFRS after deducting any appropriate and adequate reserves therefor in conformity with IFRS (but excluding cash and Cash Equivalents).

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with IFRS, excluding (i) the current portion of any long term Indebtedness and (ii) other Indebtedness with a stated maturity of less than one (1) year that is outstanding at such time.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) determined for Holdings and its Subsidiaries on a consolidated basis equal to:

(a) the sum, without duplication, of the amounts for such period of:

(i) Consolidated Adjusted EBITDA, plus

(ii) the Consolidated Working Capital Adjustment, plus

(iii) Federal, state, local and foreign income tax refunds actually received in cash; minus

(b) the sum, without duplication, of the amounts for such period of:

(i) scheduled repayments of the Loans and other Indebtedness permitted by Section 7.02, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and are neither made with the proceeds of long-term indebtedness nor otherwise occur in connection with a refinancing of all or any portion of such Indebtedness; plus

(ii) unfinanced Capital Expenditures paid in cash; plus

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(iii) Consolidated Interest Charges paid in cash, plus

(iv) Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid in cash, plus

(v) to the extent added back in the definition of “Consolidated Adjusted EBITDA”, and without duplication, any one-time reasonable fees, expenses or charges incurred in connection with the Transactions, which such fees, expenses or charges are approved by the Administrative Agent, are paid in cash, are for services performed and, in each case, are invoiced within 30 days of (i) with respect to the Rose Acquisition, the Closing Date and (ii) with respect to the 2019 Acquisitions, the First Amendment Effective Date.

“Consolidated Fixed Assets” means, at any time, the aggregate amount of property of Holdings and its Subsidiaries consisting of machinery, equipment, fixtures and real estate, as set forth on the most recently delivered balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 6.01(a) or (b) or, if later, as otherwise demonstrated in a manner reasonably satisfactory to the Administrative Agent (whether by the delivery of an interim balance sheet or otherwise).

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated Adjusted EBITDA plus (ii) rentals payable under leases of real or personal, or mixed property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals) less (iii) the aggregate amount of all unfinanced Capital Expenditures made in cash during such period (other than the Minority Interest Allocation of such cash Capital Expenditures) less (iv) the aggregate amount of federal, state, local and foreign income Taxes, including (if applicable) Permitted Tax Payments, actually paid in cash during such period (net of any cash refund in respect of Taxes actually received during such period) to (b) Consolidated Fixed Charges, in each case, of or by Holdings and its Subsidiaries for the most recently completed period of four complete Fiscal Quarters ending on such date.

“Consolidated Fixed Charges” means, for any period of measurement, (i) the sum, without duplication, of (a) Consolidated Interest Charges paid in cash during such period, (b) the aggregate principal amount (or the equivalent thereto) of all Required Principal Payments and all required prepayments, repurchases, redemptions or similar acquisitions for value of other Consolidated Total Debt made during such period, (c) the aggregate amount of all Restricted Payments (excluding Permitted Tax Payments and Restricted Payments made pursuant to Section 7.06(a)) made by or on behalf of Holdings and its Subsidiaries during such period to owners of Equity Interests thereof other than to Holdings or a Subsidiary or payable solely in the common stock or other common Equity Interests of such Person, and (d) rentals payable during such period under leases of real or personal, or mixed, property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals).

“Consolidated Interest Charges” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of Holdings and its Subsidiaries in connection with Consolidated Total Debt (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with IFRS and (b) the portion of rent expense of Holdings and its Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with IFRS.

“Consolidated Net Income” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the net income of Holdings and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period in accordance with IFRS; provided that in any event (a) Consolidated

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Net Income shall exclude (without duplication) (i) any income (or loss) for such period for any Person that is not a Subsidiary except to the extent of the aggregate amount of such net income actually distributed in cash by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution and (ii) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (A) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (B) would be subject to any Taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or Taxes and (b) Consolidated Net Income shall include any cash distributions received from or on account of an Investment in a Person that is not a Subsidiary to the extent not otherwise included in calculating net income in accordance with IFRS for such period or any other period.

“Consolidated Total Debt” means, as at any date of determination, without duplication: (a) the aggregate amount of all Indebtedness of Holdings and its Subsidiaries on a consolidated basis determined in accordance with IFRS; (b) the aggregate outstanding amount, without duplication, of Attributable Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis; and (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated Adjusted EBITDA for the period of the four (4) prior Fiscal Quarters ending on or most recently prior to such date.

“Consolidated Working Capital” means, as at any date of determination, the excess (or deficiency, as the case may be) of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the end of the immediately preceding period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Bid” has the meaning set forth in Section 9.09(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Retained Excess Cash Flow” means (a) as of any date of measurement prior to the date on which the mandatory prepayment from Consolidated Excess Cash Flow is required to be made pursuant to Section 2.05(b)(i) for the fiscal year ended December 31, 2020, $0 and (b) as of any date of measurement thereafter, the aggregate amount of Consolidated Excess Cash Flow for December 31, 2020 and each succeeding fiscal year that is (in each such year) not required to be used to make a mandatory prepayment pursuant to Section 2.05(b)(i) (with each fiscal year being added to Cumulative Retained Excess Cash Flow on the date that the mandatory prepayment from Consolidated Excess Cash Flow is

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required to be made pursuant to Section 2.05(b)(i) for such fiscal year). For the avoidance of doubt, the amount of Consolidated Excess Cash Flow not required to be used to make a mandatory prepayment pursuant to Section 2.05(b)(i) in any fiscal year shall be equal to 100% minus the percentage of Consolidated Excess Cash Flow applicable to such year (i.e., 50%, 25% or 0%) pursuant to Section 2.05(b)(i) times Consolidated Excess Cash Flow for such fiscal year.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means when used with respect to Obligations, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum.

“Defaulting Lender” means, subject to Section 2.12(b), any Lender that (a) has failed to fund any portion of any Term Loans or Revolving Credit Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower, the L/C Issuer, the Swing Line Lender or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Delayed Draw Availability Period” means the period from and including the first Business Day after the First Amendment Effective Date to the earliest of (a) August 29, 2019, (b) the date of any drawing of Delayed Draw Term Loans (it being understood that any portion of the Delayed Draw Term Commitments not drawn in the single available drawing thereof shall permanently terminate and be reduced to $0 (and may not thereafter be drawn), and the Delayed Draw Availability Period will then end), (c) the termination in whole of the Delayed Draw Term Commitments pursuant to Section 2.06 or 8.02, and (d) the date on which the Obligations become due and payable pursuant to Section 8.02

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“Delayed Draw Term Commitment” means, as to each Term A Lender, the portion of its Term A Commitment with respect to its obligation to make its Delayed Draw Term Loan during the Delayed Draw Availability Period. The Delayed Draw Term Commitment of each Lender shall terminate and be reduced to $0 upon the expiration of the Delayed Draw Availability Period.

“Delayed Draw Term Loan” and “Delayed Draw Term Loans” means the Term A Loans made, if any, pursuant to Section 2.01(a)(ii). For the avoidance of doubt, after the expiration of the Delayed Draw Availability Period, the Initial Term A Loans and the Delayed Draw Term Loans (if any) shall all constitute Term A Loans hereunder, without differentiation.

“Delayed Draw Ticking Fee” has the meaning assigned thereto in Section 2.09(b).

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“Earnout Obligations” means, in connection with the earn-out obligations under the Alaris Note, any 2019 Acquisition or any Permitted Acquisition, the contingent obligation of Holdings, the Borrower or any Subsidiary to make payments after the closing date thereof that is structured as an earnout or similar contingent payment or arrangement in a customary manner.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required under Section 10.06(c)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Holdings, any of Holdings’ Affiliates or Subsidiaries, Minority Investments or any Professional Services Affiliate.

“Environmental Laws” means any and all Federal, state, provincial, territorial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries or Minority Investments directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock or convertible debentures of (or other ownership or profit interests in) such Person, all of the warrants, options, convertible debentures or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities (including convertible debentures) convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights, convertible debentures or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, together with all voting, management and other rights pertaining to any of the foregoing.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by the United States Department of Labor, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan; (b) the failure with respect to any Pension Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA as a result of the termination of any Pension Plan; (f) (i) the receipt by any Loan Party or any ERISA Affiliate from the PBGC of a notice of determination that the PBGC intends to seek termination of any Pension Plan or to have a trustee appointed for any Pension Plan, or (ii) the filing by any Loan Party or any ERISA Affiliate of a notice of intent to terminate any Pension Plan under Section 4041(c) of ERISA; (g) the incurrence by any Loan Party or any ERISA Affiliate of any liability (i) with respect to a Pension Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,

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or is expected to be, in endangered status or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning of Title IV of ERISA; (i) the failure of any Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (j) the imposition of any lien on any right, property or asset pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions of the Code or to Section 436(f) of the Code or to Sections 412 and 430 of the Code; (k) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, in connection with any Plan; (l) the receipt from the Internal Revenue Service of notice of the failure of any Plan to qualify under Section 401(a) of the Code, or notice of the failure of any trust forming part of any Plan to qualify for exemption from taxation under Section 501(a) of the Code; (m) the failure of any Plan to be in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; or (n) the occurrence of a non-exempt “prohibited transaction” with respect to which any Loan Party or any ERISA Affiliate is a “disqualified person” or a “party in interest” (within the meaning of Section 4975 of the Code or Section 406 of ERISA, respectively) or which is reasonably be expected to result in a material liability to any Loan Party or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) the London Interbank Offered Rate, as determined by ICE Benchmark Administration Limited (ICE) (or any successor or substitute therefor) for Dollar deposits for such Interest Period as obtained by the Administrative Agent from Reuter’s, Bloomberg or another commercially available source as may be designated by the Administrative Agent from time to time (“LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum obtained by dividing (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

provided that to the extent a successor or substitute rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to, the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. Notwithstanding the foregoing, if the Eurodollar Rate (as used for any purpose) shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement. “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” means any of the events described in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” means (a) any deposit account that is a zero balance account, (b) any deposit account so long as the average daily balance in such deposit account, together with the average daily balance of all such other deposit accounts excluded pursuant to clause (b) of this definition at any

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time, does not exceed $500,000, (c) any deposit account or securities account that is solely used for the holding of (i) funds used for payroll and payroll Taxes and other employee benefit payments to or for the benefit of a Loan Party’s employees, (ii) Taxes required to be collected, remitted or withheld (including federal, state or provincial withholding Taxes (including the employer’s share thereof)), and (iii) funds which any Loan Party holds in trust or as an escrow or fiduciary for another Person that is not a Loan Party, and (d) accounts with respect to which the Borrower is not able to secure a control agreement after utilization of commercially reasonable efforts (as agreed by the Administrative Agent), but only so long as with respect to any account described in this clause (d) the Borrower causes the amounts in such account to be swept into an account that is not an Excluded Account reasonably promptly (not to exceed five Business Days) after any deposit in any such account.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) as the result of any other present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed by the United States, (c) any United States Federal withholding Taxes imposed under FATCA, (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Sections 3.01(a) or (b) and (e) any withholding tax that is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(g).

“Existing CIA” means, collectively, that certain Corporate Integrity Agreement dated effective June 29, 2016, by and between Preferred Imaging Centers, LLC (a predecessor to Akumin Imaging Texas, LLC) and the Office of Inspector General of the United States Department of Health and Human Services, as such agreement may be amended, modified or supplemented, and that certain Corporate Integrity Agreement dated effective December 23, 2015 by and between Office of Inspector General of the United States Department of Health and Human Services and Rose Radiology Centers, Inc. and Manuel S. Rose, M.D., as such agreement may be amended, modified or supplemented.

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“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, funds received pursuant to the indemnification provisions of the Rose Acquisition Agreement, or any funds received for whatever purposes under the Related Documents, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility” means the Term A Facility, Term B Facility or the Revolving Credit Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be a rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) approximating such rate as determined by the Administrative Agent.

“Fee Letters” means the Administrative Agent Fee Letter, the 2019 Fee Letter and any other fee letter entered into between the Borrower and any Secured Party.

“Financial Model” has the meaning set forth in Section 4.01(a).

“First Amendment” means that certain First Amendment to Loan Documents dated as of the First Amendment Effective Date, among Holdings, the Borrower, the Administrative Agent, and the Lenders party thereto.

“First Amendment Effective Date” has the meaning set forth in Section 4.01. The First Amendment Effective Date occurred on May 31, 2019.

“Fiscal Quarter” means a fiscal quarter ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31st.

“FL Holdings” means Akumin Florida Holdings, LLC (f/k/a Tri-State Imaging FL Holdings, LLC), a Florida limited liability company and a Subsidiary of the Borrower.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, including any special purpose vehicle that issues (or intends to issue) notes or other securities in a collateralized loan transaction or collateralized debt transaction.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied.

“Government Collections Accounts” has the meaning set forth in Section 6.16(b)(i).

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(j).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings and its Material Subsidiaries (other than the Borrower) and Professional Services Affiliates listed on Schedule 1.01, and each other Person that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means each of the Parent Guaranty and the Subsidiary Guaranty.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Healthcare Laws” means all federal, state, provincial and territorial Laws relating to the regulation, provision or administration of, or payment for, healthcare products or services, including, but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), the Stark Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C. Section 1071 et seq.), Sections 1320a-7 and 1320 a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (ii) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”, as amended by the HITECH Act), (Pub. L. No. 104-191) and the regulations promulgated thereunder; (iii) Medicare, and the regulations promulgated thereunder; (iv) Medicaid, and the regulations promulgated thereunder; (v) the Canada Health Act, the Food and Drugs Act (Canada) and the Controlled Drugs and Substances Act (Canada) and the regulations promulgated thereunder; (vi) quality and safety laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (vii) licensure laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (viii) state, provincial and territorial workers compensation laws; (ix) telemedicine laws; (x) other laws and regulations regarding confidentiality, security, or privacy (including state data breach laws) related to protected health information and other sensitive health information; and (xi) any and all other applicable healthcare laws or regulations, including those related to the corporate practice of medicine restrictions or prohibitions, or fee-splitting, as each of (i) through (xi) as may be amended from time to time.

“Hedge Agreement” means a Swap Contract permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

“HIPAA” has the meaning provided in the definition of Healthcare Laws.

“HIPAA Rule” has the meaning specified in Section 5.25.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act.

“Holdings” has the meaning set forth in the Preamble hereto.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Increase Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Increase” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and not past due for more than sixty (60) days after the date on which each such trade payable or account payable was created and (ii) any Earnout Obligations until such time as they are earned and recorded as a liability on a consolidated balance sheet of such Person prepared in accordance with IFRS);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Initial Term A Loan” and “Initial Term A Loans” means the Term A Loans made (or continued, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Initial Term A Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) on the First Amendment Effective Date pursuant to Section 2.01(a)(i). For the avoidance of doubt, after the expiration of the Delayed Draw Availability Period, the Initial Term A Loans and the Delayed Draw Term Loans (if any) shall all constitute Term A Loans hereunder, without differentiation.

“Initial Term A Loan Commitment” means, as to each Term A Lender, the portion of its Term A Commitment with respect to its obligation to make (or continue, as applicable) Initial Term A Loans on the First Amendment Effective Date. The Initial Term A Loan Commitment of each Lender shall terminate and be reduced to $0 upon the funding of the Initial Term A Loans on the First Amendment Effective Date.

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“Interest Payment Date” means: (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the first Business Day of each calendar month and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d) the first Interest Period shall end on the last Business Day of the calendar month in which the First Amendment Effective Date occurs.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

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“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means, with respect to a particular Letter of Credit, (a) BBVA in its capacity as issuer of such Letter of Credit, or any successor issuer thereof, or (b) any Lender selected by the Borrower (with the prior consent of the Administrative Agent, which shall not be unreasonably withheld) to replace a Lender who is a Defaulting Lender at the time of such Lender’s appointment as an L/C Issuer (provided that no Lender shall be required to become an L/C Issuer pursuant to this subclause (b) without such Lender’s consent), or any successor issuer thereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Landlord Waiver” means each landlord waiver delivered to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

“Laws” means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Arranger” means BSI in its capacity as lead arranger hereunder.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lender Counterparty” means any Lender or Affiliate of a Lender party to a Hedge Agreement or Cash Management Agreement.

“Lending Office” means, as to any Lender, initially the office or offices of such Lender designated as such on the signature page of such Lender or in the Assignment and Assumption by which it became a party to this Agreement, and thereafter, such other office of such Lender or such Eligible Assignee as may be designated in writing to the Administrative Agent and the Borrower by such Lender or Eligible Assignee.

“Letter of Credit” means any standby letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any L/C Issuer.

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“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

“LIBOR Reserve Percentage” means, for any day, the percentage, as determined in good faith by the Administrative Agent, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurodollar funding (currently referred to as “Eurocurrency liabilities”) of a member bank in such system.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), hypothec, charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any Permitted Acquisition financed in whole or in part with a substantially concurrent incurrence of Incremental Term Loans or Term Loan Increases, but the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement (including the First Amendment), the Notes, the Guaranty, the Collateral Documents, the Fee Letters, the Alaris/Agent Subordination Agreement and each other document or agreement entered into in connection with the transactions contemplated hereby.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Loan Party Claims” has the meaning specified in Section 5.27(d).

“Management Services Agreements” means an agreement, however styled, between (a) the Borrower or Guarantor, on the one hand, and (b) a PC Entity, on the other hand, pursuant to which the Borrower or such Guarantor provides management services or similar services to such PC Entity. For purposes of this Agreement, all references to Management Services Agreements shall also include all such related documents necessary to ensure that each relationship with each PC Entity meets the PC Entity Requirements.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document,

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or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any one year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“Material Payor” has the meaning specified in Section 5.28.

“Material Subsidiary” means any Subsidiary of the Borrower that (a) is organized under the laws of the United States or Canada or any political subdivision thereof and (b) in the case of a non-wholly-owned Subsidiary, is not prohibited by its Organizational Documents from granting a security interest in its assets or providing a guaranty (so long as such prohibition is not entered into in contemplation of or in connection with such Person becoming a Subsidiary); provided that if at any time there are Subsidiaries which are not classified as “Material Subsidiaries” but which collectively either (x) generate more than 5% of Consolidated Adjusted EBITDA or (y) have tangible assets (including Equity Interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis, then the Borrower shall promptly designate, or cause to be designated, one or more of such Subsidiaries as Material Subsidiaries and cause any such Subsidiaries to comply with the provisions of Section 6.12 such that, after such Subsidiaries become Guarantors hereunder, the Subsidiaries that are not Guarantors shall (A) generate less than 5% of Consolidated Adjusted EBITDA and (B) have tangible assets of less than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis. The Material Subsidiaries as of the First Amendment Effective Date are specifically disclosed on Schedule 1.01 hereto.

“Maturity Date” means the Revolving Credit Facility Termination Date or the Term Loan Maturity Date, as applicable.

“Maximum Rate” has the meaning specified in Section 10.09.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

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“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(ii) or (a)(v), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Minority Interest Allocation” means, with respect to any measurement hereunder related to any Non-Wholly Owned Subsidiary, the portion of such amount that is allocable (based on the percentage of Equity Interests held in such Non-Wholly Owned Subsidiary) to Persons other than Holdings or any of its Subsidiaries.

“Minority Investment” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity which (1) is not a Subsidiary of such Person but of which any shares of securities or other interests are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person, (2) is Controlled by such Person, and (3) provides diagnostic imaging services or other services substantially similar to the principal lines of business of the Borrower and its Subsidiaries. Unless otherwise specified, all references herein to a “Minority Investment” or to “Minority Investments” shall refer to a Minority Investment or Minority Investments of the Borrower.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” “Multiemployer Plan” means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by Holdings or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of Holdings or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by Holdings or such Subsidiary in connection with such transaction and (C) income Taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; and

(b) with respect to the sale or issuance of any Equity Interest by Holdings or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by Holdings or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by Holdings or such Subsidiary in connection therewith.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

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“Non-Wholly Owned Subsidiary” means any Person regarding which Holdings or any Subsidiary of Holdings owns less than 100% of the Equity Interests and which Person is consolidated with Holdings and its Subsidiaries under IFRS.

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, Hedge Agreement or Secured Cash Management Agreement or otherwise with respect to any Loan, Hedge Agreement or Secured Cash Management Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document, (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party and (c) the obligation to pay for early termination of any Hedge Agreements. Notwithstanding any other provision of any Loan Document, the Obligations of any Guarantor shall not include any Excluded Swap Obligations solely of such Guarantor.

“OFAC” has the meaning specified in Section 5.30(a).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)) or which are Excluded Taxes.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect

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to any Borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Parent Guaranty” means that certain parent guaranty dated as of the Closing Date and entered into by Holdings and Akumin Holdings Corp., in favor of the Secured Parties.

“Participant” has the meaning specified in Section 10.06(e).

“Participant Register” has the meaning specified in Section 10.06(d).

“Payor” shall mean any insurer (including Affiliates of such insurers), third party administrator, employer, union trust, federal, state, provincial or territorial governmental program (including but not limited to any Third Party Payor Program) or other similar consumer of health care services that has authorized any of the Loan Parties to serve as a provider of health care services to the Payor’s members, beneficiaries, participants or the like.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“PC Entity” means any Person (other than a natural Person), including any professional corporation, professional association, limited liability company or limited partnership, providing medical, healthcare or related professional services, to the extent any applicable requirement of Law provides that the ownership of such Person shall be limited to appropriately licensed professionals (natural persons or professional corporations or similar entities which are wholly-owned by natural persons) who are duly licensed or otherwise legally authorized to render the specific professional services for which the Person is organized.

“PC Entity Requirements” means receipt and satisfactory review by the Administrative Agent of the following related to a PC Entity: (i) ownership structure; (ii) an executed management or administrative services agreement and related agreements, which terms shall include, but not be limited to, acceptable term and termination provisions, prohibitions on assignment by the PC Entity with no restrictions on assignment by the Borrower, purchase provisions allowing the Borrower (or other nominee designated by the Borrower) to buy all assets or equity of the PC Entity at a nominal price and a requirement that the PC Entity enter into cash management arrangements providing its PC Entity full dominion over such cash in a manner satisfactory to the Administrative Agent, including sweep agreements, (iii) stock transfer restriction agreements, (iv) non-compete and non-solicit agreements with the primary physician employees and physician owners of the PC Entity responsible for providing all or substantially all of such PC Entity’s professional services, including Holdings, which non-compete and non-solicit agreements shall be in force during the term of each such party’s relationship with the PC Entity and for a period of not less than 24 months following termination of such Person’s relationship with the PC Entity for any reason and (v) such other items that may be required by the Administrative Agent in connection with a PC Entity unless such items do not comply with applicable Laws in the reasonable opinion of health care regulatory counsel for the Borrower.

“Pension Plan” means an employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

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“Permitted Acquisition” means any non-hostile Acquisition that meets all of the following requirements:

(a) no less than ten (10) Business Days prior to the proposed closing date of such Acquisition (or such later date as may be approved by the Administrative Agent), the Borrower shall have delivered written notice of such Acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such Acquisition;

(b) the board of directors or other similar governing body of the Person to be acquired or whose assets or division or other relevant business are to be acquired) shall have approved such Acquisition (and, if requested, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, of such approval);

(c) the Person or business to be acquired, or the relevant assets and their use, shall be in a line of business consistent with the business of the Borrower and its Subsidiaries as conducted immediately prior to such Acquisition, and shall not violate Section 7.07;

(d) if such Acquisition is a merger or consolidation, then (i) if the Borrower or a Guarantor is a party thereto, the surviving Person shall be the Borrower or such Guarantor (or such surviving Person shall, in the case of a merger with a Guarantor, become a Guarantor and otherwise comply with the ensuing clause (e)), (ii) if a Subsidiary that is not a Guarantor is a party thereto, unless the surviving Person becomes a Subsidiary Guarantor and complies with the requirements of the ensuing clause (e), such Acquisition and the ensuing Investment shall satisfy, and shall be made within the limits and conditions of, Section 7.03(k) and (iii) no Change of Control shall have been effected thereby;

(e) to the extent applicable, all documents required to be delivered and other actions required to be taken with respect to such acquired Person and assets pursuant to Section 6.12 shall have been or will be delivered and taken in accordance with such Section 6.12 within the time periods prescribed therein;

(f) Holdings is in compliance, on a pro forma basis (based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto and to all other pro forma adjustments, including any incurrence or repayment of Indebtedness) as of the closing date of the Acquisition, with (i) the Consolidated Fixed Charge Coverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Acquisition is consummated pursuant to Section 7.20(b) and (ii) a Consolidated Total Leverage Ratio not greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 below the Consolidated Total Leverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Acquisition is consummated pursuant to Section 7.20(a); provided that if such Acquisition is a Limited Condition Acquisition, then at the request of the Borrower and if approved by the Lenders providing such Incremental Term Loan or Term Loan Increase and the Administrative Agent, this condition may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Acquisition (with the required financial covenant levels determined by the quarter in which the Limited Condition Acquisition is anticipated to be consummated), subject to the provisions of
Section 2.14(d)(i)(C);

(g) if the total consideration for any such Acquisition (or series of related Acquisitions) exceeds $10,000,000 (excluding the value of any post-closing earn-out or other contingent consideration), then (i) no later than five (5) Business Days prior to the proposed closing date of such Acquisition (or such shorter period as may be agreed to by the Administrative Agent)

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the Borrower, to the extent requested by the Administrative Agent or Required Lenders, (A) shall have delivered to the Administrative Agent promptly upon the finalization thereof copies of substantially final documentation related to such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (B) shall have delivered to, or made available for inspection by, the Administrative Agent substantially complete diligence information with respect to the target Person or assets of such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (C) shall have delivered to the Administrative Agent a Compliance Certificate for the most recent Fiscal Quarter end preceding such Acquisition for which financial statements have been (or are required to have been) delivered demonstrating, in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, compliance with clause (f) above, and (D) shall have delivered to the Administrative Agent a quality of earnings report prepared by an accounting firm mutually agreed upon by the Borrower and Administrative Agent, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, and (ii) prior to the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer certifying that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation of such purchase or other Acquisition and (B) such other documents and other information as may be reasonably requested by the Administrative Agent in connection with such purchase or other Acquisition;

(h) no Default shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; provided that if such Acquisition is a Limited Condition Acquisition financed with proceeds of a substantially concurrent Incremental Term Loan or Term Loan Increase, this subsection (h) shall be satisfied upon satisfaction of Section 2.14(d)(i)(B);

(i) the Borrower shall demonstrate, in form and substance reasonably satisfactory to the Administrative Agent, that the entity to be acquired had positive Consolidated Adjusted EBITDA for the four (4) Fiscal Quarter period ended immediately prior to the proposed closing date of such Acquisition; and

(j) after giving effect to the Acquisition, at least $10,000,000 in availability shall exist under the Revolving Credit Facility; provided that for purposes of this clause (j), the amount of unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on hand at such time and subject to a control agreement in favor of the Administrative Agent shall be included in the calculation of such availability.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; and (c) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA.

“Permitted Tax Payments” means Restricted Payments made pursuant to Section 7.06(f).

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or to which any Loan Party has any liability, contingent or otherwise, or with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Pledge Agreement” means (i) that certain pledge agreement dated as of the date hereof by Dr. Thomas Fix in favor of the Administrative Agent, as the same may be amended from time to time, and (ii) each other pledge agreement entered into in favor of the Administrative Agent relating to the ownership of a Professional Services Affiliate, any Subsidiary or any Minority Investment.

“Pledged Debt” has the meaning specified in Section 1(d)(iv) of the Security Agreements.

“PPSA” has the meaning specified in the applicable Security Agreement.

“Process Agent” has the meaning set forth in Section 10.14(d).

“Professional Services Affiliate” means any PC Entity that has entered into a Management Services Agreement with the Borrower or one of its Subsidiaries or Minority Investments. For the avoidance of doubt, any Professional Services Affiliate of a Subsidiary of the Borrower shall be a Professional Services Affiliate of the Borrower.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Agreements” means, collectively, (i) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of ADG from the “Sellers” identified therein (the “ADG Purchase Agreement”), (ii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of TIC from the “Sellers” identified therein (the “TIC Purchase Agreement”), and (iii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of SFL from the “Sellers” identified therein (the “SFL Purchase Agreement”).

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

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“Register” has the meaning specified in Section 10.06(d).

“Related Documents” means (a) the Rose Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith and (b) each Purchase Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Related Transactions” means those transactions contemplated by the Related Documents.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Repricing Transaction” has the meaning specified in Section 2.05(c).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Lenders that are not Affiliates, Required Lenders shall include at least two Lenders that are not Affiliates.

“Required Revolving Lenders” means, at any time, Revolving Credit Lenders holding more than 50% of the sum of (a) the aggregate Revolving Credit Exposure (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that (i) the unused Revolving Credit Commitment of, and the portion of the aggregate Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Revolving Lenders that are not Affiliates, Required Revolving Lenders shall include at least two Revolving Lenders that are not Affiliates.

“Required Term A Lenders” means, at any time, Term A Lenders holding more than 50% of the sum of (a) the aggregate outstanding Term A Loans and (b) the aggregate unused Delayed Draw Term Commitment; provided that (i) the unused Delayed Draw Term Commitment of, and the portion of

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the aggregate outstanding Term A Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders and (ii) at any time there are two or more Term A Lenders that are not Affiliates, Required Term A Lenders shall include at least two Term A Lenders that are not Affiliates.

“Required Principal Payments” means the sum of all regularly scheduled principal payments of outstanding Loans made during such period.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries or Minority Investments, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment;; provided that Restricted Payments shall not include any payments made with respect to Earnout Obligations.

“Revolving Availability Period” means the period from and including the First Amendment Effective Date to the Revolving Credit Facility Termination Date.

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitment on the First Amendment Effective Date shall be $50,000,000.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Facility Termination Date” means the earliest of (a) May 31, 2024, (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.06 or 8.02, and (c) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Revolving Credit Increase” has the meaning specified in Section 2.14(a).

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“Revolving Credit Increase Lender” has the meaning specified in Section 2.14(d)(ii).

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit B-3 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender or Swing Line Loans, as the case may be.

“Rollover Equity Contribution” means the contribution by the Sellers to Holdings or the Borrower, in the form of rollover equity, of an amount not less than $25 million (subject to rounding for whole shares), which Rollover Equity Contribution shall be in the form of common equity of the Targets (exchanged for common equity of Holdings).

“Rose Acquisition” means the acquisition of Rose Radiology Centers, Inc. contemplated by the Rose Acquisition Agreement.

“Rose Acquisition Agreement” means that certain Share Purchase Agreement, dated as of July 31, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which Dr. Thomas Fix acquired, directly or indirectly, all of the issued and outstanding capital stock of Rose Radiology Centers, Inc. from Dr. Manuel Rose, as the benefits of such Share Purchase Agreement were assigned by Dr. Thomas Fix to FL Holdings upon closing of the Rose Acquisition.

“RVU” means relative value unit.

“S&P” means Standard & Poor’s Ratings Group, Inc., and any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions.

“Sanctions” has the meaning specified in Section 5.30(a).

“SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time.

“Secured Cash Management Agreement” means a Cash Management Agreement permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

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“Secured Obligations” has the meaning specified in Section 2 of the Security Agreements.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreements” means, collectively, that certain Security Agreement, dated as of the date hereof by the Loan Parties in favor of the Administrative Agent, and, that certain Canadian Security Agreement, dated as of the date hereof by Holdings in favor of the Administrative Agent.

“Security Agreement Supplement” has the meaning specified in Section 24(b) of the Security Agreements.

“Sellers” means the “Sellers” as defined in the Purchase Agreements.

“Senior Officer” means any Person holding any of the following offices of the Borrower: chief executive officer, president or chief financial officer.

“SFL” means SFL Radiology Holdings, LLC, a Florida limited liability company.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(j).

“Specified Purchase Agreement Representations” means such of the representations and warranties made by the Targets and/or the Sellers (as defined in the Purchase Agreements), or any of their respective subsidiaries or affiliates, with respect to each Target and its subsidiaries and affiliates in the applicable Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower, as “Purchaser” under the applicable Purchase Agreement, or its applicable affiliates have the right to terminate its and/or their obligations under such Purchase Agreement, or to decline to consummate the applicable 2019 Acquisition pursuant to such Purchase Agreement, as a result of a breach of such representation in such Purchase Agreement, determined without regard to whether any notice is required to be delivered by the Borrower, the Targets or any of Borrower’s applicable affiliates party to such Purchase Agreement.

“Specified Representations” means those representations and warranties made by the Holdings and the Borrower in Section 5.01(a), Section 5.01(b)(ii), Section 5.01(c) (as it relates to the entering into and performance of the Loan Documents), Section 5.02, Section 5.03 (but only with respect to no conflicts with or consents under the Loan Parties’ Organization Documents and any applicable Law), Section 5.04, Section 5.15, Section 5.18, Section 5.20, Section 5.30, Section 5.31 and Section 5.33.

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“Subject Acquisition” means the Acquisition by the Borrower (directly or indirectly) of all of the assets or Equity Interests of an entity previously disclosed to the Administrative Agent, which such Subject Acquisition shall be required to constitute a Permitted Acquisition (and meet the requirements therefor) in order to be consummated.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than a guarantor party to the Parent Guaranty.

“Subsidiary Guaranty” means that certain subsidiary guaranty dated as of the Closing Date and entered into by each Subsidiary Guarantor, in favor of the Secured Parties.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means BBVA Compass in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

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“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit A-3 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with IFRS.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including, without limitation, Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person or any of its Subsidiaries, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Targets” means, collectively, ADG, SFL and TIC.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest (including backup withholdings), additions to tax or penalties applicable thereto.

“Term A Commitment” means, as to each Term A Lender, its obligation to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, as Initial Term A Loans hereunder (to the extent provided in the First Amendment)) Initial Term A Loans to the Borrower on the First Amendment Effective Date, Delayed Draw Term Loans during the Delayed Draw Availability Period, and any increased Term A Commitments pursuant to Section 2.14. The amount of each Lender’s Term A Commitment (with respect to the Initial Term A Loans and the Delayed Draw Term Loans) as of the First Amendment Effective Date is as set forth on Schedule 2.01 attached to the First Amendment (such Term A Commitment being divided on such Schedule 2.01 between the “Initial Term A Loan Commitment” and the “Delayed Draw Term Commitment”, but which shall constitute one single Term A Commitment as of the First Amendment Effective Date); and the amount of each Lender’s other Term A Commitments may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term A Commitments (including both Initial Term A Loan Commitments and Delayed Draw Term Commitments) on the First Amendment Effective Date is $66,000,000 (of which $16,000,000 will constitute the aggregate Delayed Draw Term Commitments).

“Term A Facility” means, at any time, the aggregate Term A Commitments and Term A Loans, as applicable, of all Lenders at such time.

“Term A Lender” means, at any time, any Lender that has a Term A Commitment or a Term A Loan, as applicable, at such time.

“Term A Loan” means (i) the Initial Term A Loans, (ii) the Delayed Draw Term Loans (if any) and (iii) any new Term A Loans funded pursuant to Section 2.14.

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“Term B Commitment” means, as to each Term B Lender, its obligation to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, as Term B Loans hereunder (to the extent provided in the First Amendment)) Term B Loans to the Borrower on the First Amendment Effective Date, and any increased Term B Commitments pursuant to Section 2.14. The amount of each Lender’s Term B Commitment as of the First Amendment Effective Date is as set forth on Schedule 2.01 attached to the First Amendment; and the amount of each Lender’s other Term B Commitments may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term B Commitments on the First Amendment Effective Date is $266,000,000.

“Term B Facility” means, at any time, the aggregate Term B Commitments and Term B Loans, as applicable, of all Lenders at such time.

“Term B Lender” means, at any time, any Lender that has a Term B Commitment or a Term B Loan, as applicable, at such time.

“Term B Loans” means (i) the term loans made (or continued, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Term B Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) on the First Amendment Effective Date pursuant to Section 2.01(a)(iii) and (ii) any new Term B Loans funded pursuant to Section 2.14.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans (whether Term A Loans or Term B Loans) of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Lender, its Term A Commitment or Term B Commitment, or both, as the context may indicate.

“Term Facility” means the Term A Facility or the Term B Facility, or both, as the context may indicate.

“Term Lender” means a Term A Lender or a Term B Lender, or both, as the context may indicate.

“Term Loans” means the Term A Loans or the Term B Loans, or both, as the context may indicate.

“Term Loan Increase” has the meaning set forth in Section 2.14(a).

“Term Loan Maturity Date” means the earliest of (a) May 31, 2024 and (b) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Term Note” means a promissory note of the Borrower payable to the order of any Term Lender, in substantially the form of Exhibit B-1 (with respect to the Term A Facility) or Exhibit B-2 (with respect to the Term B Facility) hereto, evidencing the aggregate indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Termination Date” means the first date upon which each of the following shall have occurred: (a) all Obligations (other than contingent unmatured indemnification obligations) hereunder or under the Loan Documents shall have been indefeasibly paid in full in cash; and (b) all Commitments shall have expired or been terminated.

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“Third Party Payor” means Medicare, Medicaid or any private insurance company, health maintenance organization, preferred provider organization, alternative delivery system, managed care system, government contracting agency or other similar entity that is obligated to make payments on behalf of any Account Debtor of any Person.

“Third Party Payor Programs” means all third party payor programs (including, without limitation, Medicare, Medicaid, TRICARE, or any other federal or state health care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or any other private insurance program).

“Threshold Amount” means $500,000.

“TIC” means TIC Acquisition Holdings, LLC, a Florida limited liability company.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Transactions” means the Related Transactions and the transactions contemplated by the Loan Documents.

“Transfer Restriction Agreement” means each transfer restriction agreement among the Borrower, the relevant PC Entity and each equity holder of the relevant PC Entity party thereto.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” has the meaning specified in the applicable Security Agreement.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“Valuation Report” has the meaning set forth in Section 6.20(b).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower, any Loan Party, and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recent Audited Financial Statements delivered pursuant to this Agreement, except as otherwise specifically prescribed herein. The Borrower in its discretion may notify the Administrative Agent at any time that it has elected to use GAAP in lieu of IFRS and, after the Borrower provides (x) such notice and (y) financial statements computed in accordance with GAAP for the two most recently ended four-quarter periods and quarter ends (along with the computation of the financial maintenance covenants in accordance with GAAP as of the last day of each such prior two fiscal quarters) along with comparative statements showing the differences between GAAP and IFRS for such periods and such financial covenants, then references herein to IFRS shall thereafter be construed to mean GAAP as in effect from time to time; provided that, to the extent such election would affect any financial ratio or other financial calculation set forth in this Agreement, (i) to the extent not otherwise demonstrated by the financial statements and calculations delivered in connection with such notice, the Borrower shall provide to the

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Administrative Agent financial statements and other documents reasonably requested by the Administrative Agent or any Lender setting forth a reconciliation with respect to such ratio or requirement made before and after giving effect to such election and (ii) if the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith to amend such ratio to preserve the original intent thereof in light of such change (provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with IFRS and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made under GAAP and under IFRS).

(b) Changes in IFRS. If at any time any after the First Amendment Effective Date any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS.

(c) Leases. Notwithstanding anything in the foregoing, all leases of Holdings and its subsidiaries (whether of real or personal property) that are not or would not have been characterized as Capitalized Leases in accordance with IFRS immediately prior to the Closing Date (whether or not such leases were in effect on such date) shall not be accounted for as Capitalized Leases for purposes of this Agreement regardless of any change in IFRS following the Closing Date that would otherwise require such leases to be recharacterized as Capitalized Leases.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Certain Calculations. For the purposes of calculating the financial covenants in Section 7.20 hereof, all calculations shall be made based on the face value of the relevant Obligation and not at any discounted value (notwithstanding any accounting or other rule to the contrary).

1.07 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.08 Limited Condition Acquisitions and Financial Covenants. If at any time the Borrower has made an election with respect to any Limited Condition Acquisition, pursuant to Section

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2.14(d)(i)(B), to test a financial ratio test or condition at the time of the execution and delivery of the definitive agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Consolidated Total Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 7.20) following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such requisite financial covenant levels shall be required to be satisfied both (x) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein (including Section 4.03 for Delayed Draw Term Loans) (i) each Term A Lender with an Initial Term A Loan Commitment severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Initial Term A Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Initial Term A Loans in Dollars to the Borrower on the First Amendment Effective Date in an amount not to exceed the Initial Term A Loan Commitment of such Term Lender, (ii) each Term A Lender with a Delayed Draw Term Commitment severally agrees to make Delayed Draw Term Loans to the Borrower in a single Borrowing during the Delayed Draw Availability Period in an aggregate amount not to exceed the Delayed Draw Term Commitment of such Lender and (iii) each Term B Lender with a Term B Commitment on the First Amendment Effective Date severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Term B Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Term B Loans in Dollars to the Borrower on the First Amendment Effective Date in an amount not to exceed the initial Term B Loan Commitment of such Term B Lender. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Revolving Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility (or, until such time as the Administrative Agent has received satisfactory evidence that the Alaris Note has been paid in full and terminated and the Alaris/Agent Subordination Agreement has been terminated, an amount that is $4,000,000 less than the Revolving Credit Facility at such time), and (ii) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

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2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing (including on the First Amendment Effective Date), conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing (and whether of Term A Loans or Term B Loans), a conversion of Term A Loans, Term B Loans or Revolving Credit Loans from one Type to another, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans, Term B Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the Revolving Credit Loans or Delayed Draw Term Loan Advance, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Revolving Credit Borrowing or Delayed Draw Term Loan Advance, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

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(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in BBVA’s prime commercial lending rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the First Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Administrative Agent has approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date (it being agreed that following the Letter of Credit Expiration Date, any outstanding Letter of Credit would be required to be Cash Collateralized by the Borrower on terms and pursuant to arrangements reasonably satisfactory to L/C Issuer).

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(iii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

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(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C

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Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the

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L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by an L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by an L/C Issuer which does not in fact materially prejudice the Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by any L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

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The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall have no responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage with respect to the Revolving Credit Facility a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal

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to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate equal to 0.25% of each issued Letter of Credit, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Reporting of Letter of Credit Information. If at any time any Lender other than the Person serving as the Administrative Agent is the L/C Issuer, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, the L/C Issuer shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by the L/C Issuer) with respect to each Letter of Credit issued by the L/C Issuer that is outstanding hereunder. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(k) shall limit the obligation of the Borrower or any applicable Lender hereunder with respect to its reimbursement and participation obligations, respectively, pursuant to this Section 2.03.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit

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Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each

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Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line

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Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent (such notice to be in the form of a Committed Repayment Loan Notice), at any time or from time to time voluntarily prepay Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Unless a Default has occurred, each prepayment of the outstanding Term A Loans or Term B Loans pursuant to and in accordance with this Section 2.05(a) shall be applied as directed by the Borrower, otherwise such prepayment shall be applied to the principal repayment installments of the applicable Term Facility in inverse order of maturity. Each prepayment under this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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(b) Mandatory.

(i) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Fiscal Year ending December 31, 2020, the Borrower shall prepay (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such Fiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%.

(ii) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05 other than Section 7.05(m) (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the other terms set forth herein) which results in the realization by such Person of Net Cash Proceeds in excess of the Threshold Amount in the aggregate for any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).

(iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.

(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 or that is issued as consideration for a Permitted Acquisition), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below).

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(v) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries, and not otherwise included in clause (iii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).

(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).

(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans (pro rata between the Term A Loans and the Term B Loans) and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loan Maturity Date) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

(c) Call Premium. In the event that, on or prior to the six month anniversary of the First Amendment Effective Date, the Borrower (i) makes any prepayment of the Term B Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this

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Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.

For the purpose of this clause (c), “Repricing Transaction” means (A) any prepayment or repayment of the Term B Loans with the proceeds of, or any conversion of the Term B Loans into, any new or replacement tranche of bank Indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (B) any amendment to the pricing terms of the Term B Loans (whether through an amendment and restatement, mandatory assignment or otherwise) which reduces the “effective yield” applicable to the Term B Loans; provided that any event or transaction described in clause (A) or (B) above undertaken in connection with a Change of Control or an initial public offering shall not constitute a “Repricing Transaction” hereunder so long as the primary purpose of the prepayment, repayment or amendment in connection therewith is not to reduce the “effective yield” of the Term B Loans (as determined by Holdings in good faith and certified by a Responsible Officer of Holdings in form and substance satisfactory to the Administrative Agent (and upon which certification the Administrative Agent is entitled to rely)).

2.06 Termination or Reduction of Commitments

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused Revolving Credit Commitments or unused Delayed Draw Term Commitments, or from time to time permanently reduce the unused Revolving Credit Commitments, the unused Delayed Draw Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in the case of reductions of the Delayed Draw Term Commitments, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof), (iii) the Borrower shall not terminate or reduce the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b) Mandatory.

(i) The Borrower agrees that (A) the Initial Term A Loan Commitments shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Initial Term A Loans on the First Amendment Effective Date, (B) the Delayed Draw Term Commitments shall automatically and permanently terminate as of the end of the Delayed Draw Availability Period and (C) the Term B Loan Commitments as of the First Amendment Effective

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Date shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Term B Loans on the First Amendment Effective Date. The Revolving Credit Commitments shall automatically and permanently terminate as of 5:00 p.m. on the Revolving Credit Facility Termination Date.

(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or unused portions of the unused Revolving Credit Commitment under this Section 2.06. Upon any reduction of unused Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Revolving Credit Lender’s Applicable Percentage of the amount by which the Revolving Credit Commitment is reduced. All fees accrued until the effective date of any termination of the aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a) Term Loans. The principal amounts of:

(i) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term A Loans shall be repaid to the Administrative Agent for the ratable account of the Term A Lenders in consecutive quarterly installments equal to (x) 0.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the first eight quarterly installments, (y) 1.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the next four quarterly installments and (z) 1.625% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for each quarterly installment thereafter (in each case of (x), (y) and (z), subject to adjustment for (A) Term A Loans resulting from the Borrowing of the Delayed Draw Term Loans, (B) voluntary and mandatory prepayments and (V) any increase in the Term A Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term A Loans payable on the Term Loan Maturity Date; and

(ii) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term B Loans shall be repaid to the Administrative Agent for the ratable account of the Term B Lenders in consecutive quarterly installments equal to 0.25% of the aggregate principal amount of the Term B Loans as of the First Amendment Effective Date (subject to adjustment for (x) voluntary and mandatory prepayments and (y) any increase in the Term B Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term B Loans payable on the Term Loan Maturity Date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Revolving Credit Facility Termination Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

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2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

(b) Default Rate.

(i) While any Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in cash in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan Documents, that the interest payable under this Agreement and the calculation thereof has not been adequately disclosed to it, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable Law or legal principle.

2.09 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage of the Revolving Credit Facility, a commitment fee calculated at the rate per annum equal to (a) from the First Amendment Effective Date until the delivery of financial statements for the Fiscal Quarter of Holdings ending September 30, 2019, [Percentage redacted for confidentiality reasons.] per annum, and (b) thereafter, the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Revolving Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in arrears on the first Business Day of each calendar month, and on the Revolving Credit Facility

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Termination Date. The commitment fee shall be calculated monthly in arrears. If there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Delayed Draw Ticking Fee. The Borrower shall pay to the Arranger, on the Business Day that is the last day of the Delayed Draw Availability Period, a ticking fee (the “Delayed Draw Ticking Fee”) equal to [Percentage redacted for confidentiality reasons.] of the Applicable Rate then in effect with respect to the Term A Facility times the aggregate Delayed Draw Term Commitments in effect on each day, with such fees to accrue from and after the date that is 31 days following the First Amendment Effective Date to and including the last day of the Delayed Draw Availability Period. The Delayed Draw Ticking Fee shall be for the pro rata account of the Lenders to the Term A Facility with respect to their respective daily unused Delayed Draw Commitments.

(c) Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. In addition, the Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees.

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by BBVA’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, Holdings, the Borrower or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by Holdings or the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11 Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of

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business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations; provided, however that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) Entries made in good faith by the Administrative Agent in the Register, and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents; provided, however, that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender or by Administrative Agent.

(c) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,

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then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or make payments pursuant to Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation or make payments pursuant to Section 10.04(c).

(d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(e) Authorization. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(f) Insufficient Payment. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents, the Lenders, or the L/C Issuer under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Applicable Percentage of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof of the applicable Facility as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or Participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Increase in Commitments.

(a) Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term

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Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the latest Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (B) the All-In Yield for the Term B Facility by more than 0.50%, then the Applicable Rate for the Term B Facility shall be increased so that the All-In Yield in respect of the Term B Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50%; (vi) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid (subject to clause (v)) and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

(b) Process for Increase. Incremental Increases may be provided by any existing Lender, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) any Incremental Term Loan or Term Loan Increase shall be offered (A) first to the then-existing Term Lenders (ratably among them), (B) second, with respect to any portion of such offer declined by any then-existing Term Lender, to the then-existing Term Lenders willing to provide a portion of such increase (ratably among them with respect to such declined amounts) and (C) third, only if any portion then remains, to Additional Lenders, (ii) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required to consent to an assignment to such Additional Lender pursuant to Section 10.06(b)(iii) and (ii) in the case of any Revolving Credit Increase, the L/C Issuer and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each such Lender or proposed Additional Lender providing such Revolving

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Credit Increase if such consent by the L/C Issuer or the Swing Line Lender, as the case may be, would be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or proposed Additional Lender; provided further that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Credit Commitment, increase its applicable Term Commitment or Term Loans or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.

(c) Effective Date and Allocations. The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the “Increase Effective Date”), which shall be no earlier than ten Business Days after the date of any request therefor. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

(d) Conditions to Effectiveness of Increase.

(i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (x) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the First Amendment Effective Date) and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase:

(A) the representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements of the Borrower and its Subsidiaries furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, the applicable representations and warranties may, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, be limited to (1) customary “specified representations” for limited condition acquisition facilities and (2) customary acquisition agreement representations for limited condition acquisitions;

(B) no Default shall exist and be continuing; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, (x) at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, no Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of effectiveness of any such Incremental Term Loan or Term Loan Increase and the making of any Loan thereunder, no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or shall occur as a result thereof;

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(C) Holdings shall be in pro forma compliance (assuming such Incremental Increase is fully drawn and giving effect to any Permitted Acquisition, refinancing of debt or other event giving rise to a pro forma adjustment, and based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto) with (i) the Consolidated Fixed Charge Coverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Incremental Increase is incurred pursuant to Section 7.20(b) and (ii) a Consolidated Total Leverage Ratio not greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 to 1.00 below the Consolidated Total Leverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Incremental Increase is incurred pursuant to Section 7.20(a); provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, if the Borrower so requests, to the extent agreed by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, such compliance may be measured at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition (with the required financial covenant levels determined by the quarter in which the Limited Condition Acquisition is anticipated to be consummated) (and Section 1.08 shall then apply); and

(D) the Administrative Agent and the Lenders providing such Incremental Increase shall have received (i) at least five (5) days before the Increase Effective Date, all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent or the Lenders providing such Incremental Increase in writing at least ten (10) days prior to the Increase Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Canadian AML Acts and (ii) at least five (5) days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower for each Lender requesting such at least five (5) days prior to the Increase Effective Date.

(ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

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(iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms or amendment and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents.

(iv) As a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Increase, to the extent due and payable, shall have been paid in full.

(e) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases), following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon

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demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at BBVA. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.04, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with the last two sentences of Section 10.06(b)) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent, to be held in a noninterest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future

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funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

(C) With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment.

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Subject to Section 10.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.15.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnification.

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(i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(i)(A), and (i)(B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W- 8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a

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“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN-E (or W-8BEN if applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN if applicable), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide an applicable certificate on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine either that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.01, the terms “law” and “Laws” shall include FATCA, and solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if it is aware that any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this

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paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h) To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other tax authority, or the Internal Revenue Service or any other tax authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender and the Administrative Agent agree that the Administrative Agent can offset any payment to be made that is allocable to such applicable Lender by such amounts owed by such Lender to the Administrative Agent under this Section 3.01(h).

(i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates.

(a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed

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Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR as set forth herein for any requested Interest Period, and such circumstances are unlikely to be temporary in nature, then the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest to LIBOR that gives due consideration to then prevailing market conventions for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no successor to LIBOR has been determined and the circumstances under this clause (b) exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any successor to LIBOR shall provide that in no event shall such successor rate be less than zero for purposes of this Agreement.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by the definition of Eurodollar Rate) or the L/C Issuer;

(ii) subject any Lender , the L/C Issuer or any other Recipient to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made or Letter of Credit issued by it, or change the basis of taxation of payments to such Lender , the L/C Issuer or other Recipient in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Taxes that are payable by such Lender); or

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(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the L/C Issuer or such other Recipient, as the case may be, the Borrower will pay to such Lender, the L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which

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determination shall be conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) Business Days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) Business Days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) Business Days from receipt of such notice.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

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3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension. The obligation of each Lender to make or continue Credit Extensions shall become effective on the date (such date, the “First Amendment Effective Date”) on which each of the following conditions precedent, and each other condition to the effectiveness of the First Amendment, is satisfied (or waived in accordance with Section 10.01 and/or the provisions of the First Amendment):

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (including each Target and each of their Subsidiaries that are required to be or become Loan Parties on the First Amendment Effective Date), each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the First Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of the First Amendment and each other Loan Document (to the extent not previously delivered to the Administrative Agent), sufficient in number for distribution to each Agent, each Lender and the Borrower;

(ii) to the extent not delivered pursuant to clause (i) above, (A) a Note executed by the Borrower in favor of each Lender requesting a Note and (B) the Alaris/Agent Subordination Agreement;

(iii) evidence that the Collateral Documents (other than the Landlord Waivers) shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first security interest and Lien upon the Collateral, including, without limitation, (A) searches of UCC, PPSA and Bank Act (Canada) filings in the jurisdiction of organization or formation of each Loan Party, in each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, and in each other jurisdiction requested by the Administrative Agent, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens permitted hereunder and (C) proper UCC-1 financing statements in form appropriate for filing under the UCC, and filed PPSA financing statements, of each jurisdiction that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby;

(iv) Security Agreement Supplements and supplements to the Guaranty, in each case dated as of the First Amendment Effective Date, executed by any Subsidiary of the Borrower (including the Targets and their Subsidiaries) required to be, or become, Guarantors and provide Collateral, which supplements may be included in the First Amendment;

(v) a Committed Loan Notice dated as of the First Amendment Effective Date;

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(vi) (A) a quality of earnings report (including income statement and balance sheet information) for each of the Targets and their consolidated Subsidiaries prepared by an accounting firm retained by Holdings and including (1) the trailing twelve-month period of the Targets ended September 30, 2018 and (2) the fiscal year of the Targets ended December 31, 2018, (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Holdings and its Subsidiaries as of, and for the twelve-month period ended on, December 31, 2018 (or, if the First Amendment Effective Date occurs on or after May 31, 2019, the twelve-month period ended March 31, 2019), prepared after giving effect to the 2019 Acquisitions (and any other transactions, including any other acquisitions, occurring on or prior to the First Amendment Effective Date) as if the 2019 Acquisitions (and all such other transactions) had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), in form and substance reasonably satisfactory to Administrative Agent, (C) consolidated forecasts for Holdings and its Subsidiaries (after giving effect to the 2019 Acquisitions (and any other transactions, including any other Acquisitions, occurring on or prior to the First Amendment Effective Date)) of balance sheets, income statements and cash flow statements on an annual basis for each year during the term of this Agreement and on a monthly basis until December 31, 2019, in form and substance reasonably satisfactory to the Administrative Agent (the “Financial Model”), (D) audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of Holdings and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (E) audited consolidated balance sheets of (1) ADG and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of ADG and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (2) TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of TIC and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016 and 2018 (or, if not available on the First Amendment Effective Date, a draft of such audited financial statements for the 2018 fiscal year), and (3) SFL and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of SFL and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018 (or, if not available on the First Amendment Effective Date, a draft of such audited financial statements), (F) unaudited consolidated balance sheets of TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows and its consolidated Subsidiaries for, the fiscal years ended December 31, 2017, (G) unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of Holdings and its consolidated Subsidiaries for, each fiscal quarter of Holdings and its consolidated Subsidiaries ended after December 31, 2018 and ended at least 45 days before the First Amendment Effective Date, (H) unaudited consolidated balance sheet of each Target and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated Subsidiaries for, each fiscal quarter of each Target and its consolidated Subsidiaries ended after December 31, 2018 and ended at least sixty (60) days before the First Amendment Effective Date and (I) such other financial information as may be reasonably requested by the Lead Arranger with respect to any Acquisition (other than the 2019 Acquisitions) consummated on or prior to the First Amendment Effective Date and that is included in the items delivered pursuant to clauses (vi)(B) and/or (vi)(C) above;

(vii) a true and correct copy of (A) the Organization Documents of each Loan Party and an incumbency certificate with respect to any Loan Parties’ officers executing any of the Loan Documents on the First Amendment Effective Date, certified by a Responsible Officer, and (B) resolutions of the board of directors (or an authorized committee thereof), the manager, general partner or equivalent governing body of each Loan Party authorizing each Loan Document to which such Loan Party is party and the Transactions, certified by a Responsible Officer;

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(viii) a certificate attesting to the Solvency of Holdings and its Subsidiaries on a consolidated basis, after giving effect to the Transactions, from a Responsible Officer;

(ix) a certificate signed by a Responsible Officer of Holdings dated as of the First Amendment Effective Date certifying that the conditions specified in Sections 4.01(d) and (g) have been satisfied;

(x) such legal opinions regarding the Loan Parties as may be requested by the Administrative Agent

(xi) unless already delivered to the Administrative Agent, each Collateral Assignment of 2019 Acquisition Documents

(xii) true, correct and fully executed copies of the Related Documents described in clause (b) of such definition, in form and substance reasonably satisfactory to the Administrative Agent and each Lender;

(xiii) evidence that (A) all Indebtedness of each Target and each of their Subsidiaries has been, or substantially contemporaneously with the First Amendment Effective Date will be, paid in full (except to the extent outstanding letters of credit are to be continued under the Revolving Credit Facility) and all commitments thereunder shall have been terminated and cancelled and all Liens securing any such Indebtedness have been released (which evidence may be in the form of a payoff letter reasonably acceptable to the Administrative Agent) and (B) the outstanding, non-contingent principal balance of the Alaris Note as of the First Amendment Effective Date shall have been paid in cash (so that the only remaining amounts thereunder are contingent Earnout Obligations in a maximum aggregate amount not to exceed $4,000,000);

(xiv) a true, correct and fully executed copy of the Management Services Agreement dated as of May 31, 2019 between SFL (or the Borrower as its successor) and Elite Radiology of Georgia, LLC; and

(xv) evidence of insurance required by the Loan Documents.

(b) Both (i) the Administrative Agent, each Lender and the Lead Arranger shall have received at least three Business Days before the First Amendment Effective Date all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent, the Lead Arranger or a Lender in writing at least five Business Days prior to the First Amendment Effective Date and that the Administrative Agent, the Lead Arranger and/or any Lender reasonably determines is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Canadian AML Acts and the USA Patriot Act (provided that such information shall, to the extent requested at least 10 Business Days prior to the First Amendment Effective Date, have been provided at least five Business Days prior to the First Amendment Effective Date) and (ii) at least ten Business Days prior to the First Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower.

(c) The Borrower shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent that all filings, recordings, and other actions the Administrative Agent deems necessary or advisable to establish, preserve and perfect the liens granted to the Administrative Agent for the benefit of the Secured Parties shall have been made or obtained.

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(d) Since December 31, 2018 there shall not have occurred a “Closing Date Material Adverse Effect” with respect to any of the Targets or their Subsidiaries, or any event, condition or contingency that could reasonably expected to have a Closing Date Material Adverse Effect. “Closing Date Material Adverse Effect” has the meaning given to the term “Material Adverse Change of the Purchased Companies” in the Purchase Agreements.

(e) The Administrative Agent’s satisfaction that on the First Amendment Effective Date, after giving effect to the Transactions, neither Holdings nor any of its Subsidiaries (including the Targets and their Subsidiaries) shall have any outstanding Indebtedness other than Indebtedness under the Loan Documents and immaterial Indebtedness that the Administrative Agent and Holdings agree may remain outstanding;

(f) Each of the 2019 Acquisitions (including the payment of consideration via the Rollover Equity Contribution) shall have been (or shall be substantially simultaneously with the First Amendment Effective Date) consummated (including the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as set forth in the Purchase Agreements), in each case in accordance with the terms of each applicable Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger and as to which the Administrative Agent and the Lead Arranger have not consented; provided that (i) any amendment to the definition of “Material Adverse Change of the Purchased Companies” in any Purchase Agreement and any amendment to the “Xerox” provisions or the governing law provisions in any Purchase Agreement shall, in each case, be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (ii) any change to the form of the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (3) any reduction to the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger unless such reduction is applied to reduce the principal amount of the Term Facilities dollar for dollar and (4) any increase in the purchase price shall not be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent or the Lead Arranger unless such increase is funded with Indebtedness.

(g) Both (i) the Specified Representations are true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) and (ii) the Specified Purchase Agreement Representations are true and correct in all material respects, in each case as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date (except to the extent such representation or warranty expressly relates to a specified date, in which case on and as of such specified date).

(h) On the First Amendment Effective Date, after giving effect to the 2019 Acquisitions and all related Transactions to occur on or prior to the First Amendment Effective Date (including all Credit Extensions to be made on the First Amendment Effective Date), the aggregate Revolving Credit Exposure of all Lenders under the Revolving Credit Facility shall not exceed $3,500,000.

(i) Holdings and/or the Borrower shall have paid any accrued and unpaid interest, fees or commissions due hereunder, under the First Amendment or any Fee Letter (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented at least one Business Day (or such shorter time as Holdings or the Borrower may agree) prior to the First Amendment Effective Date) to the Administrative Agent, the Lead Arranger and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby and by the First Amendment, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents or filings related to Collateral.

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Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.

4.02 Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after (but not on, which shall be conditioned solely upon the provisions of Section 4.01) the First Amendment Effective Date (including any Request for Credit Extension related to Delayed Draw Term Loans, but excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the prior satisfaction of Section 4.01 and each of the following conditions precedent:

(a) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively;

(b) no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom; and

(c) the Administrative Agent and, if applicable, a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.01 and in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

4.03 Additional Conditions to Credit Extension of the Delayed Draw Term Loans. The obligation of the Lenders to make the single Credit Extension of Delayed Draw Term Loans is subject to the prior satisfaction of Section 4.01, the satisfaction of Section 4.02 on the date of such Borrowing, and each of the following additional conditions precedent:

(a) the Administrative Agent and each Lender shall have received true, correct and fully executed copies of the final purchase agreement or agreements with respect to the Subject Acquisition, and all documents, instruments and agreement related thereto (including all amendments), and all such agreements (including all amendments), documents and instruments shall be reasonably satisfactory to the Administrative Agent and the Lenders;

(b) the Subject Acquisition shall have satisfied, to the Administrative Agent’s reasonable satisfaction, each requirement for the Subject Acquisition to constitute a Permitted Acquisition, within the time frames set forth in the definition of “Permitted Acquisition”;

(c) the Subject Acquisition shall have been (or shall be substantially simultaneously with such Borrowing) consummated (including the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as set forth in each applicable purchase agreement), in each case in accordance with the terms of each applicable purchase agreement; and

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(d) the Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Holdings and the Borrower each jointly and severally represents and warrants to the Agents and the Lenders as of the First Amendment Effective Date that:

5.01 Existence, Qualification and Power; Compliance with Laws. Holdings and each of its Subsidiaries and Minority Investments and each other Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals and any other permits or accreditations necessary to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws (such compliance to include compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and with the USA Patriot Act and the Canadian AML Acts and all other applicable Laws and regulations relating to money laundering and terrorist activities) and all orders, writs, injunctions and decrees applicable to it or to its properties.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or Minority Investments or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law. Neither Holdings nor any of its Subsidiaries or Minority Investments is in violation of any Law or in breach of any such Contractual Obligation, the violation or breach of which could be reasonably likely to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of Holdings or its Subsidiaries or Professional Services Affiliates freely to transfer or otherwise dispose of, or to create any Lien on, any

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properties now owned or hereafter acquired by any of them. The Related Transactions have been consummated in accordance with the Related Documents and applicable Law. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have all appropriate Medicare and related agency supplier billing number(s) and related documentation, to the extent the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates participate in such programs, necessary to submit reimbursement claims to the Medicare program for health care services and/or supplies furnished by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates (including, without limitation, the provision of durable medical equipment and pharmaceuticals) in those jurisdictions where the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates conduct business. Each employee of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates who is required by any applicable Law to have a license or certification in order to perform services on behalf of Holdings and/or its respective Subsidiaries, Minority Investments is so licensed and certified, except where the failure to obtain such licenses or certifications could not reasonably be expected to have a Material Adverse Effect, and each such employee is in compliance in all material respects with the terms and conditions of such license and certificate. To each Loan Party’s knowledge, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have received from each independent contractor who is required by any applicable Law to have a license or certification in order to perform services on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, copies of such license or certification. No Loan Party has reason to believe that such independent contractor is not so licensed or certified or is not in compliance in all respects with the material terms and conditions of such license and certificate. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have certificates of insurance from each independent contractor that such Person has in place malpractice insurance with coverage amounts which are adequate and customary for such professionals.

5.04 Binding Effect. This Agreement has been, and each other Loan Document and Related Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document and Related Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject only to the effect of bankruptcy, moratorium or similar Laws or the application of equitable principles by a court of competent jurisdiction.

5.05 Financial Statements; No Material Adverse Effect.

(a) The most recent financial statements delivered on or prior to the First Amendment Effective Date or, if later, pursuant to
Section 6.01(a) (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and Minority Investments as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b) The most recent unaudited consolidated financial statements of Holdings and its Subsidiaries delivered on or prior to the First Amendment Effective Date or, if later, pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date each (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date

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thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material Indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries and Minority Investments as of the date of such financial statements, including liabilities for Taxes, material commitments and Indebtedness.

(c) Since the date of the most recent financial statements delivered pursuant to Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of Holdings and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates or any other Loan Party or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, or any Related Document or the consummation of the Transactions, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No default has occurred and is continuing or would result from the consummation of the Transactions.

5.08 Ownership of Property; Liens; Investments.

(a) Holdings and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Liens on the property or assets of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, showing as of the First Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of Holdings or such Subsidiary or Minority Investment subject thereto, as of the First Amendment Effective Date. As of the Closing Date, the property Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.

(c) Set forth on Schedule 5.08(c) hereto is a complete and accurate list of all real property owned by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Holdings or such Subsidiary or Minority Investment has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

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(d)

(i) Set forth on Schedule 5.08(d)(i) hereto is a complete and accurate list of all leases of real property under which Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is the lessee as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(ii) Set forth on Schedule 5.08(d)(ii) hereto is a complete and accurate list of all leases of real property under which Holdings is the lessor as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms.

(e) Set forth on Schedule 5.08(e) hereto is a complete and accurate list of all Investments held by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the amount, obligor or issuer and maturity, if any, thereof.

5.09 Environmental Compliance.

(a) Holdings and its Subsidiaries, Minority Investments, Professional Services Affiliates and each other Loan Party conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the properties currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state, provincial, territorial or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the best of its knowledge, on any property formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; there is no asbestos or asbestos-containing material on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

(c) Except as set forth on Schedule 5.09(c), neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is undertaking, or has undertaken, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property

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currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates have been disposed of in a manner not reasonably expected to result in material liability to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

5.10 Insurance. The properties of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each Loan Party are insured with financially sound (rated A- or better by A.M. Best’s Company) and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Holdings or the applicable Subsidiary or Minority Investment operates. Each such insurance company shall be licensed in states where Holdings, or its Subsidiaries, Minority Investments or Professional Services Affiliates have operations.

5.11 Taxes. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party have filed all Federal, state, provincial and other material tax returns and reports required to be filed, and have paid all Federal, state, provincial and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS. There is no proposed tax assessment against Holdings or any Subsidiaries, Minority Investments or Professional Services Affiliates that would, if made, have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates is party to any tax sharing agreement.

5.12 ERISA Compliance.

(a) No Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; and

(b) No ERISA Event has occurred, is occurring or is reasonably expected to occur that, individually or in the aggregate, has resulted in, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Set forth on Schedule 5.12 hereto is a complete and accurate list of each Plan of any Loan Party as of the First Amendment Effective Date.

(d) Each Canadian Pension Plan is in compliance in all material respects with the applicable provisions of all Laws. Each Loan Party and each Subsidiary has made all required contributions to each Canadian Pension Plan.

(e) There are no pending or, to the best knowledge of Holdings or the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no violation of fiduciary duty with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(f) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

5.13 Subsidiaries; Equity Interests; Loan Parties. No Loan Party has any Subsidiaries, Minority Investments or Professional Services Affiliates other than those specifically disclosed in Part (a)

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of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries, Minority Investments and Professional Services Affiliates have been validly issued, are fully paid and non-assessable and, in the case of any Subsidiary or Minority Investment, are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. No Loan Party has equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower has been validly issued, are fully paid and non-assessable and are owned by Holdings as set forth on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the First Amendment Effective Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and chief executive office (if different) and, where applicable, its U.S. taxpayer identification number. The copy of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14 Changes in Name, Jurisdiction of Formation and Structure; Tradenames. The exact legal name and jurisdiction of organization of each Loan Party is as set forth on Schedule 5.14. Except as set forth on Schedule 5.14, no Loan Party has during the five years preceding the First Amendment Effective Date (a) changed its legal name, (b) used a tradename, (c) changed its jurisdiction of formation or (d) been party to a merger, amalgamation, consolidation or other change in structure.

5.15 Margin Regulations; Investment Company Act.

(a) No Loan Party is engaged in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No proceeds of any Borrowings will be used directly or indirectly to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

5.16 Disclosure. The Borrower has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries, Minority Investments or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Holdings and its Subsidiaries represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.17 Intellectual Property; Licenses, Etc. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, industrial designs, industrial design rights, franchises, licenses, domain names, URLs and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, and set forth on Schedule 5.17 is a complete and

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accurate list of all such IP Rights owned or used by each Loan Party and its Subsidiaries as of the First Amendment Effective Date. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Holdings or any Subsidiary or Minority Investment infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18 Solvency. Each Loan Party is, individually and together with its Subsidiaries, Solvent.

5.19 Casualty, Etc. Neither the business nor the properties of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

5.20 Collateral Matters. When executed and delivered, the Security Agreements will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral and (a) when any Collateral constituting certificated securities (as defined in the UCC and the PPSA) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, each of the Security Agreements will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (b) when financing statements in appropriate form are filed in the offices of the Secretary of State of the state in which the Borrower is organized and existing or filed under the PPSA, each of the Security Agreements will constitute a fully perfected first priority Lien on and security interest in, all right, title and interest of the Secured Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and superior to the rights of any other Person, except in the case of this clause (ii) for rights secured by Liens expressly permitted by Section 7.01.

5.21 Labor Matters. There are no strikes or other labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. Hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act, where applicable, or any other applicable Law dealing with such matters. All payments due from any Loan Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the applicable Loan Party.

5.22 Deposit or Securities Accounts. Schedule 5.22 sets forth the name and location of each institution maintaining a deposit or securities account of any Loan Party and the account number, name, authorized signatories and balance for each such deposit or securities account as of the end of the month immediately preceding the Closing Date.

5.23 Fees and Commissions. Except as disclosed on Schedule 5.23 or as required by Section 2.09, as of the First Amendment Effective Date no Loan Party owes any fees or commissions of any kind in connection with this Agreement or the transactions contemplated hereby, and no Loan Party knows of any claim (or any basis for any claim) for any other fees or commissions in connection with the Transactions.

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5.24 Material Contracts. Schedule 5.24 contains a list of each Material Contract of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates as of the First Amendment Effective Date.

5.25 HIPAA Compliance. To the extent the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is a “covered entity” as such term is defined under the requirements and implementing regulations of the Health Insurance Portability and Accountability Act of 1996 (as amended by the HITECH Act) (the “HIPAA Rule”), Holdings and its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are, and have been, since October 1, 2014, in material compliance with the applicable Administrative Simplification provisions of Title II, Subtitle F of the HIPAA Rule (Title 45 of the Code of Federal Regulations (“C.F.R.”), Parts 160-64). In addition, the Borrower and certain of its Subsidiaries, Minority Investments and Professional Services Affiliates may perform functions and activities and provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) such that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates are “business associates” under the HIPAA Rule. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates are parties to business associate contracts that are compliant with the HIPAA Rule in all material respects in all arrangements in which they serve as business associates and, with respect to each such business associate contract, are in material compliance with the terms thereof. Consistent with the requirement that the HIPAA Rule permits covered entities and business associates to take reasonable actions consistent with each individual covered entity’s and business associate’s ability, the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates have undertaken or will promptly undertake, or cause to be undertaken, all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of their businesses and operations (or of the businesses and operations of any covered entity for which they serve as a business associate) that could be materially adversely affected by the failure of the Borrower or such Subsidiaries, Minority Investments or Professional Services Affiliates to be HIPAA Compliant (as defined below) consistent with those surveys audits, inventories, reviews, analysis and/or assessments reasonably performed by a covered entity/business associate of similar scope of practice or size, so that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates shall be HIPAA Compliant as of the date hereof. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and the relevant Subsidiaries, Minority Investments or Professional Services Affiliates, as applicable, have developed and implemented (or if compliance is not required as of the Closing Date, will develop and implement, as appropriate, and in a timely manner) internal systems, policies, procedures and training in order to ensure that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates (a) are and will continue to be in material compliance with all of the terms of the business associate contracts to which they are parties, including the standards and implementation specifications for business associates set forth in 45 C.F.R. § 164.504(e) and elsewhere in the HIPAA Rule; (b) will be able to continue to provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) following any future HIPAA Rule compliance rule within a reasonable period of time; and (c) as covered entities, materially comply with all applicable provisions of the HIPAA Rule and any regulations promulgated thereunder, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found under C.F.R. Parts 160 and 164. There has been no “breach” as defined in the HIPAA Rule with respect to any “protected health information” (as defined in the HIPAA Rule) maintained by any of the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services Affiliates or, to the knowledge of the Loan Parties, any of their respective business associates. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates have received written notice from any party with whom it has a business associate agreement of any allegation that there has been a material breach of any business associate agreement. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are under investigation or audit by any governmental authority for a violation of the HIPAA Rule of any other applicable privacy laws nor have the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services

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Affiliates received any written notices from the United States Health and Human Services, Office of Civil Rights alleging any such violations.

5.26 Additional Healthcare Matters.

(a) Each of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates are in compliance with all applicable Healthcare Laws in all material respects.

(b) Without limiting the generality of any other representation or warranty made herein, there are no claims or appeals pending (and neither the Borrower nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates have filed any claims or reports which could reasonably result in any such claims or appeals) before any commission, board or agency or other Governmental Authority, including, without limitation, any intermediary or carrier or the Centers for Medicare and Medicaid services. Except as set forth on Schedule 5.26(b), with the exception of post-payment claims reviews and similar routine audits applicable to healthcare providers/suppliers, there are no service validation reviews or program integrity reviews being conducted or, to the knowledge of the Loan Parties, scheduled, pending or threatened, by any commission, board or agency or other Governmental Authority in connection with the Medicare program relating to (a) Holdings or its Subsidiaries, Minority Investments or Professional Services Affiliates, (b) the consummation of the transactions, including the Related Transactions, contemplated hereby or (c) the Collateral.

(c) Without limiting the generality of any other representation or warranty made herein, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, are in compliance with all applicable Healthcare Laws, except for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. To the extent applicable, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies), have maintained in all material respects all records required to be maintained pursuant to the Healthcare Laws and there are no presently existing circumstances that would result or likely would result in violations of the Healthcare Laws except, in either case, for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 5.26(c), none of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), is currently, nor has in the past been, subject to any federal, state, local governmental or private payor civil or criminal investigations, inquiries or audits involving and/or related to its compliance with the Healthcare Laws, nor is the Borrower or any of the Borrower’s Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), currently, or has in the past been, subject to any federal, state or private payor inquiry, investigation, inspection or audit regarding its activities (except for routine claims reviews and similar audits/inspections). Except as set forth on Schedule 5.26(c), neither the Borrower or any Subsidiary or Minority Investment or any owner, officer, director, manager, employee, contractor, agent or other representative of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates: (i) has had a civil monetary penalty assessed against him or her pursuant to the Civil Monetary Penalties Law under 42 U.S.C. §1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or listed on the excluded individuals list published by the United States Department of Health and Human Services Office of Inspector General; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518; or (iv) has been involved

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or named in a U.S. Attorney General complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.

(d) Except as set forth on Schedule 5.26(d), neither the Borrower nor its Subsidiaries, Minority Investments or Professional Services Affiliates are currently subject to, and never have been subject to, suspension, revocation or denial of its Medicare certification, supplier billing number(s), or Medicare participation agreement(s) and to the knowledge of the Loan Parties, there are no pending investigations of the Borrower or its Subsidiaries, Minority Investments or Professional Services Affiliates that could lead to any such suspension, revocation or denial.

5.27 Third Party Payors.

(a) Neither the Borrower nor any Subsidiary or Minority Investment is in default in the performance, observance, or fulfillment of any of its material obligations, covenants or agreements contained in any Medicare Provider Agreement or any agreement or instrument with any other Third Party Payor, which default has resulted in, or could reasonably be expected to result in, the revocation, termination, cancellation or suspension of the Medicare Certification of such Loan Party or the right of such Loan Party to participate in any other Third Party Payor program.

(b) If the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates has received notice of any existing audit or has been audited by any Third Party Payor, none of such audits provides for material adjustments in reimbursable costs or asserts claims for reimbursement or repayment by such Person of costs and/or payments theretofore made by such Third Party Payor that, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) The Accounts (as defined in the UCC) of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been and will continue to be adjusted to reflect the reimbursement policies of its Third Party Payors in all material respects. In particular, none of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates Accounts is knowingly retaining, or having knowingly retained, any overpayments in violation of applicable Healthcare Laws.

(d) Except as set forth on Schedule 5.27, as of the First Amendment Effective Date, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have the requisite supplier or provider number or other authorization to bill the Medicare program and all other Third Party Payor Programs that the Borrower or such Subsidiary or Minority Investment bills as a participating or in-network provider. Except as set forth on Schedule 5.27, there is no investigation, audit, claim review, or other action pending or, to the knowledge of the Loan Parties, threatened, which would be reasonably likely to result in a revocation, suspension, termination, probation, restriction, limitation, adverse amendment or non-renewal of any Third Party Payor supplier or provider number or result in any of the Companies’ exclusion from any Third Party Payor Program. All bills and claims (collectively, “Loan Party Claims”) submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates for items, services and goods provided to patients whose care is covered by Third Party Payors represent claims for items, services or goods actually provided by the Borrower or such Subsidiary or Minority Investment. All Loan Party Claims that have been submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been submitted in material compliance with applicable Laws and all rules, regulations, policies, and procedures of the Third Party Payors. To the knowledge of the Loan Parties, there are no pending or threatened, audits, investigations or claims for or relating to Loan Party Claims that would result in a Material Adverse Effect.

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(e) All amounts received by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates from patients and Third Party Payors are the result of valid Loan Party Claims and are in amounts to which the Borrower or the applicable Subsidiaries, Minority Investments or Professional Services Affiliates are entitled to receive under applicable Law and any applicable Third Party Payor Agreements, subject to the refunds and overpayments are made to the owed party or escheated to the applicable state in accordance with applicable Law and any applicable Third Party Payor Agreements requirements, except as would not be reasonably likely to result in a Material Adverse Effect.

5.28 Principal Payors. Schedule 5.28 contains a true and complete list of the names and addresses of the Payors that represent, individually, at least five percent (5%) of the cash receipts of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, as measured by the cash collected from such Payors during each of the twelve months during the twelve-month period ended March 31, 2019 (each Payor listed on such Schedule 5.28, a “Material Payor”). Except as set forth on Schedule 5.28, in the twelve months ending prior to the First Amendment Effective Date, no Material Payor (i) has cancelled, suspended or otherwise terminated or not renewed its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (ii) has advised the Borrower or any of its Subsidiaries, Minority Investments of its intention to cancel, suspend, renegotiate or otherwise terminate or not renew its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or to materially reduce its business or adversely change the terms upon which it pays for services from the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates. To the knowledge of the Loan Parties, no Loan Party has taken any action that would reasonably be expected to result in the cancellation, suspension or termination of its relationship with any Material Payor. Schedule 5.28 includes accurate and complete copies of all material written (including electronic) correspondence regarding changes to reimbursement rates or threatened termination or audits between the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates and each Material Payor within the twelve months ending prior to the First Amendment Effective Date.

5.29 Management Services Agreement. Each Management Services Agreement is the legal, valid and binding obligation of each party thereto (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date), enforceable against each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) in accordance with its terms. Each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) has performed and observed all of the terms and provisions of the Management Services Agreement required to be performed or observed by it in all material respects. The Management Services Agreement will result in a fair market value management fee being paid to such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) for commercially reasonable services.

5.30 Foreign Assets Control Regulations and Anti-Money Laundering.

(a) OFAC. (a) None of Holdings, any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party or any director, officer, employee, agent, or Affiliate of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is a Person that is, or is owned or controlled by Persons that are: (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Canadian Sanctions List, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation Cuba, Iran, North Korea, Sudan and Syria.

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(b) USA Patriot Act. Holdings and each Subsidiary and Minority Investment and each other Loan Party, to the extent applicable to it, is in compliance with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the USA Patriot Act and (c) the Canadian AML Acts. No part of the proceeds of any Borrowing will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, or the Corruption of Foreign Public Officials Act (Canada), as amended.

5.31 Use of Proceeds. The proceeds of the Loans (other than the Delayed Draw Term Loan) shall be used (a) to finance in part the acquisitions pursuant to the Purchase Agreements, and fund certain fees and expenses associated therewith; (b) to repay in full all existing Indebtedness of the Targets and their respective Subsidiaries; (c) to pay certain fees and expenses incurred in connection with this Agreement; and (d) for working capital, Permitted Acquisitions, permitted Investments, dividend and distributions permitted hereunder and other general corporate purposes. The proceeds of the Delayed Draw Term Loan shall be used exclusively to pay all or a portion of the consideration for, and related fees and expenses in connection with, the Subject Acquisition. No proceeds of the Loans are to be used, and no portion of any Letter of Credit is to be obtained, in any way that will violate Regulations U or X of the Board of Governors of the Federal Reserve System. The Borrower will obtain Letters of Credit solely for general corporate purposes. Holdings, the Borrower and each other Loan Party shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner, or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Loan, is the subject of any Sanction; (ii) in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other Person participating in a transaction); or (iii) in any manner that would result in a violation of applicable anti-corruption laws.

5.32 Holding Company. Holdings is a holding company and does not have any material liabilities, own any material assets, or engage in any operations or business other than as permitted under Section 7.19.

5.33 Beneficial Ownership Certification. As of the First Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.34 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

5.35 Borrower ERISA Status. On and as of the First Amendment Effective Date, the Borrower is not and will not be (a) an employee benefit plan subject to Title I of ERISA, (b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (d) a “governmental plan” within the meaning of ERISA.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Termination Date, Holdings, the Borrower and each other Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each other Subsidiary, Minority Investment and Professional Services Affiliate to:

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6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and such statements to be certified by a Responsible Officer of Holdings to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Holdings and its Subsidiaries; provided that at any time after the day that is 45 days after the end of each Fiscal Year of Holdings and its Subsidiaries, but prior to the delivery of the annual financial statements pursuant to this clause (a) above, upon request of any Lender management of Holdings and the Borrower will host a conference call open to all Lenders to discuss high level “flash” financial information for the fourth fiscal quarter of such Fiscal Year (provided that, each Lender confirms that (i) such information constitutes confidential Information subject to the provisions of Section 10.07; and (ii) it cannot and will not trade on such Information (subject to the exception in clause (h) of Section 10.07), in each case, until such information has been generally disclosed to the public);

(b) as soon as available, but in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of Holdings and its Subsidiaries’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year, the corresponding portion of the previous Fiscal Year and the corresponding portion of the Financial Model for such Fiscal Year delivered pursuant to Section 6.01(c), all in reasonable detail (including a line item detailing any fees and expenses related to the Transactions) and certified by a Responsible Officer of Holdings as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, but in any event no later than 15 days before the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form and substance satisfactory to the Administrative Agent, of consolidated balance sheets, income statements and cash flow statements of Holdings and its Subsidiaries on a monthly basis for the Fiscal Year following such Fiscal Year;

(d) if not delivered on or prior to the First Amendment Effective Date in accordance with Section 4.01(a)(vi)(E)(2), then within 30 days (or such longer time as the Administrative Agent may agree in its sole discretion, but not longer than 90 days) after the First Amendment Effective Date, audited consolidated balance sheets of TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of TIC and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018; and

(e) if not delivered on or prior to the First Amendment Effective Date in accordance with Section 4.01(a)(vi)(E)(3), then within 30 days (or such longer time as the Administrative Agent may agree in its sole discretion, but not longer than 90 days) after the First Amendment Effective Date, audited

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consolidated balance sheets of SFL and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of SFL and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a) (i) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event and (ii) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), an unaudited consolidating reconciliation (reflecting separate detail as between the Florida, Texas and all other operations of the Loan Parties) of the revenue, expenses for payroll, reading fees, rent and operating leases and fixed assets noted in the financial statements referred to in Section 6.01(a);

(b) (i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and (ii) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a written narrative report by the management of the Borrower explaining material developments and trends in the Borrower’s business and in such financial statements and including for the applicable period, without limitation, RVU volumes and the average price per RVU, which written narrative report may be satisfied by delivery of an annual or interim, as the case may be, management’s discussion and analysis in the form Holdings is required to prepare and file under securities laws applicable to Holdings as a reporting issuer;

(c) promptly after any written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors), the manager, general partner or equivalent governing body of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary or Minority Investment, or any audit of any of them;

(d) by no later than January 31st of each year and otherwise upon the Administrative Agent’s request, proof of insurance required to be maintained pursuant to Section 6.07 and a copy of the related policies; and

(e) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary or Minority Investment, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary or Minority Investment, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary or Minority Investment and any Governmental Authority, or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary or Minority Investment, including pursuant to any applicable Environmental Laws;

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(c) if any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules;

(d) if an ERISA Event occurs or is reasonably expected to occur, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect or any failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(e) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary or Minority Investment;

(f) of any investigation or pending or proceedings threatened in writing relating to any violation by Holdings or any Subsidiary or Minority Investment of any Healthcare Laws (including, without limitation, any investigation or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions); and

(g) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(ii), (ii) occurrence of any sale of Equity Interests for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iii), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iv), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(v).

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and, if applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained by Holdings or such Subsidiary or Minority Investment, (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within ten (10) Business Days and (c) preserve or renew all of its registered patents, trademarks, copyrights, industrial designs, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within 10 Business Days.

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6.06 Maintenance of Properties. (a) Preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Insurance and Disaster Recovery.

(a) Keep all of its properties covered by insurance with insurance companies reasonably acceptable to Administrative Agent. Such insurance shall be occurrence based and protect against hazards such as liability, fire, flood, business interruption, earthquake, workmen’s compensation, and other material risks to its property and business and shall include professional liability defense insurance, in each case in such amounts and with such deductibles as are reasonably acceptable to the Administrative Agent. Property insurance shall insure for 100% replacement cost. If Holdings or any Subsidiary or Minority Investment fails or refuses to obtain or maintain any such insurance coverage, then the Administrative Agent (at its election) may (but is not obligated to) obtain and maintain such insurance coverage on behalf of Holdings or Subsidiary or Minority Investment, and the premiums and other costs thereof (a) will be included in the Indebtedness hereunder secured by the Collateral and (b) will be due and payable by the Borrower to the Administrative Agent promptly, but in any event within three (3) Business Days, upon demand. Each such policy for liability insurance must name the Administrative Agent (for the benefit of itself as the Administrative Agent and each Lender) as additional insured, and each such other policy for insurance must name the Administrative Agent as loss payee and as additional insured. Each policy will be primary and non-contributory and shall include a waiver of subrogation in favor of the Administrative Agent. Each such policy must also require the insurer to furnish the Administrative Agent with written notice at least twenty five (25) calendar days prior to any termination, cancellation or lapse of coverage and must provide the Administrative Agent with the right (but not the obligation) to cure any non-payment of premium. Borrower will cause each medical technician and physician providing services to Holdings, its Subsidiaries, Minority Investments or Professional Services Affiliates to obtain and maintain appropriate professional liability insurance during the period in which such services are provided.

(b) Maintain (and at least annually review the sufficiency of) a disaster recovery and contingency plan that addresses such Person’s plans for continuing operations upon the occurrence of a natural disaster or other event that destroys or prevents the use of or access to such Person’s primary computer systems, information databases, software applications, business records and operations facility. Such contingency plan at all times must be in form and substance reasonably acceptable to the Administrative Agent. Upon request, but, unless an Event of Default has occurred and is continuing, not more than once per calendar year, provide the Administrative Agent with a current copy of such plan.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with IFRS consistently applied shall be made of all financial transactions and matters involving the assets and business of Holdings or such Subsidiary or Minority Investment, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of each Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and

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accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower (provided that, absent a Default the Borrower shall not be required to pay for more than one such inspection per calendar year) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists any Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for the following purposes and not for any other purpose: (a) to finance the Related Transactions; (b) to pay or fund any costs, fees and expenses incurred in connection with the Transactions; and (c) with respect to only Revolving Credit Borrowings, for Permitted Acquisitions and general corporate and working capital purposes.

6.12 Covenant to Guarantee Obligations and Give Security. Upon (a) the request of the Administrative Agent following the occurrence and during the continuance of a Default, (b) the formation or acquisition of any new direct or indirect Material Subsidiaries or Minority Investments by any Loan Party, (c) the Borrower’s designation of a Subsidiary as a “Material Subsidiary” as referred to in the definition of “Material Subsidiary”, (d) the acquisition of any property (including Equity Interests) by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties or (e) the entry into a new Management Services Agreement with a PC Entity, then in each case at the Borrower’s expense:

(i) in connection with the formation or acquisition referenced in (b) – (e) above, within ten (10) days after such formation or acquisition or entry, cause each such Material Subsidiary or Minority Investment or PC Entity, and cause each direct and indirect parent of any such Material Subsidiary or Minority Investment (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents (other than any Excluded Swap Obligations);

(ii) within ten (10) days after such request, formation or acquisition or entry, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Material Subsidiaries, Minority Investments in detail satisfactory to the Administrative Agent;

(iii) within fifteen (15) days after such request, formation or acquisition or entry, duly execute and deliver, and cause each such Material Subsidiary or Minority Investment or PC Entity and each direct and indirect parent of such Material Subsidiary or Minority Investment (if it has not already done so) to duly execute and deliver to the Administrative Agent mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Equity Interests in and of such Material Subsidiary or Minority Investment, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Material Subsidiary or Minority Investment or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iv) within thirty (30) days after such request, formation or acquisition or entry, take, and cause such Material Subsidiary or Minority Investment or PC Entity or the parent(s) of such Material Subsidiary or Minority Investment to take, whatever action (including, without limitation,

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the recording of mortgages, the filing of UCC or PPSA financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms;

(v) as promptly as practicable (i) notify the Administrative Agent (on the First Amendment Effective Date or thereafter with respect to later properties and locations) of (A) the location of the Borrower’s or Holdings’ headquarters (or any change in such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $300,000 stored or located therein or thereon, or that is otherwise material to the operations of Holdings and its Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and Holdings), and (ii) use commercially reasonable efforts to deliver to the Administrative Agent landlord lien waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above having fixed assets with a book or fair market value (whichever is greater) of $750,000 or more; and

(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements.

Notwithstanding the foregoing, in no event shall any Loan Party be required to provide as Collateral any fee-owned real property or any assets constituting “Excluded Assets” under, and as defined in, the Security Agreements.

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither Holdings nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

6.14 Payment of Taxes, Etc. Pay and discharge before the same shall become delinquent, (a) all Taxes, assessments and governmental charges or levies imposed upon it or upon its property and (b) all lawful claims that, if unpaid, might by law become a Lien (other than Permitted Liens) upon its property; provided, however, that no Loan Party shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

6.15 Further Assurances. Promptly upon request by any Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan

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Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16 Cash Management Systems. (a) At all times:

(i) maintain deposit accounts (“Collection Accounts”) only at banks reasonably approved in advance by the Administrative Agent and only permit authorized signatories on each Collection Account who are reasonably approved in advance by the Administrative Agent;

(ii) provide the Administrative Agent with the account name and number with respect to each deposit account of a Loan Party within two (2) Business Days after opening or acquiring any such account, along with the authorized signatories on each such account;

(iii) direct all account debtors or other payment obligors of any Loan Party that pay by wire, ACH or other electronic funds transfer to directly remit all payments on each Loan Party’s accounts directly to a Collection Account and immediately deposit in a Collection Account all payments received from account debtors or made for inventory or other payments constituting proceeds of Collateral received in the identical form in which such payment was made, whether by cash or check;

(iv) irrevocably direct all account debtors or other payment obligors of any Loan Party that pay such Loan Party by cash or check to directly remit all payments on such Loan Party’s accounts to a Collection Account and otherwise deposit all such cash or checks received into a Collection Account; and

(v) ensure that no Person other than the Administrative Agent, for the benefit of the Secured Parties, has “control” (within the meaning of Section 9-104 of the UCC) or dominion over any deposit account of the Loan Parties.

(b) At all times, ensure that:

(i) all receivables from governmental Third Party Payor Programs are deposited by the applicable Third Party Payor, or the party which is legally entitled to the payment of the same, into separate Collection Accounts (the “Government Collections Accounts”) and not commingled with any other funds;

(ii) all Collection Accounts are subject to a “hard” account control agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which on each Business Day all amounts on deposit in such Collection Accounts, including without limitation, the Government Collections Accounts, constituting good funds shall be automatically swept to a single

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account of the Borrower maintained at Compass Bank (with respect to Akumin Imaging Texas, LLC and each Subsidiary thereof that is a Loan Party), PNC Bank, National Association (with respect to other Loan Parties), or such other banks as are reasonably approved by the Administrative Agent (each such account, a “Concentration Account”); and

(iii) each Concentration Account is subject to a “springing” account control agreement in form and substance reasonably satisfactory to Agent.

(c) Within sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the First Amendment Effective Date or ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) of any Permitted Acquisition of an entity having deposit accounts, take such actions as the Administrative Agent may request in order to ensure that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) or dominion, for the benefit of the Secured Parties, over each deposit account of the Loan Parties or such acquired entity, other than Excluded Accounts, provided “control” over any Government Collections Account shall be revocable by the applicable Loan Party to the extent required by Law.

6.17 Lender Meeting. Representatives of each Loan Party will participate in (a) one meeting with the Administrative Agent and the Lenders per year, which meeting may be held by phone or at such time and place as may reasonably be determined by the Administrative Agent and agreed to by such representatives, (b) upon request of the Required Lenders, up to two additional meetings with the Administrative Agent and the Lenders per year and (c) such other meetings with the Administrative Agent and the Lenders as may be requested by the Required Lenders at any time during the existence and continuance of any Default or Event of Default.

6.18 Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries or Minority Investments is entitled to make under such Material Contract.

6.19 Management Changes. If any individual that is a Senior Officer is terminated, resigns or otherwise ceases to have the management responsibilities and duties customarily associated with such office, then such Loan Party will (a) notify the Administrative Agent in writing within 10 calendar days thereof and (b) use best efforts to replace such individual within 90 calendar days of such termination, resignation or other change.

6.20 Management Services Agreement.

(a) The Borrower will give prompt notice (and in any event within three (3) Business Days) to the Administrative Agent of any cancellation or termination of any Management Services Agreement or any written notice of cancellation or termination given or received by any Loan Party or any amendment or other modification thereto or any other action in connection with the Management Services Agreement that could reasonably be expected to affect the Lenders. If any new Management Services Agreement (or similar agreement, however styled) is entered into after the Closing Date (in accordance with Section 7.10(b)), it shall be compliant with the PC Entity Requirements as reasonably determined by the Administrative Agent in advance and Holdings or the Borrower shall cause a Collateral Assignment of Management Services Agreement in form and substance reasonably satisfactory to the Administrative Agent to be executed and delivered to the Administrative Agent.

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(b) If at any time Holdings or any Subsidiary or Minority Investment obtains a valuation report with respect to the management fee paid in accordance with any Management Services Agreement and/or the commercial reasonableness of the services being provided thereunder (a “Valuation Report”), the Borrower shall promptly deliver a copy of such Valuation Report to the Administrative Agent. If such Valuation Report states that the management fee being paid pursuant to any Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect), the Loan Parties shall have ninety (90) days to either (i) take corrective action to address the issues identified in such Valuation Report to the satisfaction of the Administrative Agent or (ii) deliver a new Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement results in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect). During such ninety (90) day period, no Default shall be deemed to exist solely as a result of the Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect).

6.21 [Reserved].

6.22 Healthcare Reimbursement Exclusions. Promptly, and in any event within ten (10) Business Days, after Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates receives written notice threatening that it may become or its otherwise subject to any action or proceeding that could reasonably be expected to result in any of them becoming excluded, suspended, terminated or debarred from any Third Party Payor, notice thereof to the Administrative Agent describing such exclusion and the circumstances giving rise thereto.

6.23 Medicare/Medicaid Communications. Within ten (10) days after receipt by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, of any Medicare, Medicaid or other licensing, accreditation or ranking agency survey, report, warning letter, or notice, that identifies one or more deficiencies that require the expenditure of more than $100,000 to correct, the Borrower shall furnish or cause to be furnished to the Administrative Agent a copy of such survey, report, warning letter or notice together with any plan of correction generated as a result thereof and any correspondence related thereto. Holdings or such Subsidiary or Minority Investment shall correct or cause to be corrected by the date required for cure by such agency or entity (plus extensions granted by such agency or entity) any deficiency that is required for the continued licensure and/or full participation of Holdings or such Subsidiary or Minority Investment in Medicare, Medicaid or other health care program offered by an insurance company, managed care company or other Third Party Payor.

6.24 Non-Compliance. Within ten (10) days after receipt by Holdings or any Subsidiary or Minority Investment, a complete copy of any other notice or charge issued relating to the material non-compliance with Laws or other applicable Third Party Payor requirements by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates with any Governmental Authority, insurance company, managed care company, or other Third Party Payor and any other reports, materials or other information regarding or otherwise relating to the foregoing prepared by, for, or on behalf of any Loan Party relating to the Loan Documents.

6.25 Medicare Investigations. The Borrower shall notify the Administrative Agent within five (5) Business Days following a Responsible Officer’s knowledge of, or in any event not more than ten (10) days following, the occurrence of any of the following to the extent such events would have a Material Adverse Effect: (1) the notification, through letter, facsimile, telephone or other unambiguous means, of a potential investigation relating to Holdings’ or any Subsidiary or Minority Investment’s

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submission of claims to Medicare or other governmental programs; or (2) the voluntary disclosure by Holdings or any Subsidiary or Minority Investment to the Office of the Inspector General of the United States Department of Health and Human Services or a Medicare fiscal intermediary of a potential overpayment matter involving the submission of claims to such payor.

6.26 Healthcare Related Matters. If and when Holdings or any Subsidiary or Minority Investment participates in any Medicare or other Third Party Payor program, Holdings or such Subsidiary or Minority Investment shall be and remain in material compliance with all requirements for participation in, and for the licensure required to provide the goods or services that are reimbursable under, Medicare and such other Third Party Payor programs, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect. Holdings and each Subsidiary and Minority Investment is and shall remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, Holdings and each Subsidiary and Minority Investment shall have current supplier billing numbers that are in full force and effect under Medicare, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect.

6.27 Compliance Plan. Maintain a corporate compliance and ethics program (“CCP”) which addresses the requirements of applicable Laws (including Healthcare Laws) in the reasonable opinion of health care regulatory counsel to the Borrower, includes at least the following components and will allow the Administrative Agent and/or any outside consultants from time to time to review such CCP, provided that, for the avoidance of doubt, nothing herein shall require a disclosure of any information documents, data or other material to the extent such disclosure is prohibited by applicable Law in the reasonable opinion of health care regulatory counsel to the Borrower or would result in the waiver of any privilege: (i) standards of conduct and procedures that describe compliance policies regarding Healthcare Laws with an emphasis on prevention and detection of health care “fraud and abuse” violations and HIPAA; (ii) a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitations, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP.

6.28 Related Documents. Perform and observe all terms and provisions of each Related Document to be performed or observed by it and take all such action to such end as may be from time to time requested by the Administrative Agent.

6.29 Sanctions. The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

6.30 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which Holdings or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse (other than a lapse as a result of the expiry of such lease in accordance with its terms) or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such

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leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.31 CIA Compliance. Comply in all respects with the Existing CIA.

6.32 Interest Rate Protection. Not later than 60 days after the Closing Date (as such date may be extended by the Administrative Agent, in its sole discretion), enter into and maintain at all times thereafter for a period of not less than three years, interest rate Swap Contracts with Persons acceptable to the Administrative Agent in an amount equal to at least 50% of the aggregate principal amount of the Term Facilities.

ARTICLE VII

NEGATIVE COVENANTS

Until the Termination Date, each of Holdings, the Borrower and each other Loan Party shall not, nor shall they permit any other Subsidiary or Minority Investment or Professional Services Affiliate to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the UCC or PPSA of any jurisdiction a financing statement that names any Loan Party as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing as of the First Amendment Effective Date and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount not increased, (iii) none of the Loan Parties or their Subsidiaries or Minority Investments not a direct or contingent obligor on the Closing Date shall become a direct or contingent obligor and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);

(c) Permitted Liens;

(d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;

(g) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the

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property being acquired on the date of acquisition and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(h) any Lien existing on any property or asset (and the proceeds thereof) prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary, (iii) such Lien does not materially interfere with the use, occupancy and operation of any such asset, and (iv) the Indebtedness secured by any such Lien is permitted by Section 7.02(h);

(i) other Liens securing the portion of Indebtedness permitted by Section 7.02(g) permitted to be secured; provided that no such Lien shall extend to or cover any asset that constitutes (or is required to constitute) Collateral; and

(j) Liens granted by Akumin FL securing the Alaris Note, so long as either (i) the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent or (ii) the Akumin FL Note has been paid in full and terminated.

7.02 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice;

(b) intercompany Indebtedness owing (i) by a Loan Party to a Loan Party, (ii) by a non-Loan Party to a non-Loan Party, (iii) by a non-Loan Party to a Loan Party (so long as the Investment by such Loan Party is permitted by Section 7.03 and such Indebtedness shall constitute Pledged Debt and be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents) or (iv) by a Loan Party to a non-Loan Party that is subordinated to the Obligations of such Loan Party under the Facilities in a manner reasonably satisfactory to the Administrative Agent;

(c) Indebtedness under the Loan Documents;

(d) Indebtedness outstanding on First Amendment Effective Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct and contingent obligors thereof shall not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate;

(e) Guarantees of Holdings or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Holdings or any wholly-owned Subsidiary; and

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(f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(g); provided, however, that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed the greater of (i) $20,000,000 and (ii) 30% of Consolidated Fixed Assets (which may be measured pro forma for the assets acquired with any such Indebtedness, including via a Permitted Acquisition, as demonstrated in a manner reasonably satisfactory to the Administrative Agent);

(g) Indebtedness not included in any other paragraph of this Section 7.02 in an aggregate principal amount at any time outstanding not to exceed $15,000,000, up to $7,500,000 of which may be secured by Liens permitted by Section 7.01(i);

(h) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.03 so long as any such Indebtedness (i) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets and (ii) none of the Borrower nor any Subsidiary (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person or such Person’s Subsidiaries) shall have any liability or other obligation with respect to such Indebtedness; provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $10,000,000;

(i) Indebtedness under the Alaris Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent; and

(j) to the extent constituting Indebtedness, Earnout Obligations incurred in connection with any 2019 Acquisition or any Permitted Acquisition.

7.03 Investments. Make or hold any Investments, except:

(a) Investments held by Holdings or such Subsidiary in the form of Cash Equivalents;

(b) advances to officers, directors and employees of Holdings and Subsidiaries in an aggregate amount not to exceed $200,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments (i) by any Loan Party or any Subsidiary in any Loan Party, so long as, in the case of an Investment made by a non-Loan Party in a Loan Party in the form of Indebtedness owing by such Loan Party, such Indebtedness is permitted to be incurred by the relevant Loan Party pursuant to Section 7.02(b)(iv), (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is also not a Loan Party, or (iii) by any Loan Party in any Subsidiary that is not a Loan Party in an amount not to exceed $5,000,000 in the aggregate at any time outstanding; provided that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.03, no Investment may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) in Akumin FL or any of its Subsidiaries other than (x) Investments outstanding on the First Amendment Effective Date and (y) Investments under the Akumin FL Note permitted by Section 7.03(n);

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

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(e) Guarantees permitted by Section 7.02;

(f) Investments existing on First Amendment Effective Date and set forth on Schedule 7.03(f);

(g) Investments by the Borrower in Swap Contracts permitted under Section 7.02(a);

(h) other Investments by the Borrower and its Subsidiaries so long as (i) in the case of any Acquisition, such Acquisition shall constitute a Permitted Acquisition, (ii) no Default or Event of Default has occurred and is continuing at the time of, or would result from, such Investment and (iii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Leverage Ratio is less than or equal to 3.50 to 1.00 at the time of such Investment;

(i) any Investment paid for using Equity Interests of Holdings or cash or Cash Equivalents provided such cash or Cash Equivalents paid do not exceed $500,000;

(j) [Reserved.]

(k) Investments in the form of Permitted Acquisitions; provided that if any Person to be acquired shall not be merged into a Loan Party or shall not be required to become a Guarantor, or any assets to be acquired will not be owned by a Loan Party, then the portion of the consideration for such Permitted Acquisition allocable to such non-Loan Party and non-Collateral assets (as reasonably agreed by the Borrower and the Administrative Agent) shall be required to be incurred under, and constitute usage of, either Section 7.03(h) or 7.03(l), as reasonably demonstrated to the Administrative Agent;

(l) other Investments not exceeding $10,000,000 at any time outstanding;

(m) Investments held by a Subsidiary that is acquired after the First Amendment Effective Date or held by a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 7.03 (other than this clause (m)) or 7.04 after the First Amendment Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

(n) any Investment by Borrower consisting of Akumin FL Loans made under the Akumin FL Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent (or the Alaris Note has been paid in full and terminated); provided that such Akumin FL Loan (i) may not be advanced by the Borrower to Akumin FL if a Default or Event of Default shall have occurred and be continuing, (ii) shall be secured by the assets of Akumin FL pursuant to the Akumin FL Security Agreement and (iii) shall constitute (along with the Akumin FL Note) Pledged Debt as security for the Obligations under the Loan Documents and the Akumin FL Note shall have been delivered to the Administrative Agent pursuant to the terms of the Security Agreement.

7.04 Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

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(a) any wholly-owned Subsidiary of the Borrower may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other wholly-owned Subsidiaries of the Borrower, provided that if a Loan Party is a party to such transaction, the survivor shall be or become a Loan Party;

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or to another Loan Party; provided that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.04 or of Section 7.05, no Disposition may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) to Akumin FL or any of its Subsidiaries; and

(c) the Borrower, Holdings and their respective Subsidiaries may consummate the Related Transactions.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to Holdings or to a wholly-owned Subsidiary, provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; provided further that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.05 or of Section 7.04, no Disposition may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) to Akumin FL or any of its Subsidiaries;

(e) Dispositions permitted by Section 7.04(b);

(f) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement;

(g) licenses or sublicenses with respect to intellectual property (subject to any Lien of the Collateral Agent on such intellectual property securing the Obligations), leases or subleases, in each case granted to third parties in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties;

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(h) the termination, surrender or sublease of real estate leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary, taken as a whole;

(i) the abandonment or other disposition of immaterial intellectual property rights (including allowing any registrations or any applications for registration of any intellectual property rights to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such intellectual property rights are not commercially reasonable to maintain under the circumstances and (ii) such disposition would not materially and adversely affect the business of the Borrower and its Subsidiaries;

(j) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(k) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;

(l) Dispositions consisting of Sale and Leaseback Transactions not prohibited by Section 7.24; and

(m) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (m) in any fiscal year shall not exceed $7,500,000, and (iii) not less than 75% of the consideration paid by the buyer in connection with the Disposition of such asset shall be paid to the Borrower or such Subsidiary in cash;

provided, however, that any Disposition pursuant to this Section 7.05 (other than pursuant to clauses (a), (d), (e), (h), (i), (j), or (k)) shall be for no less than the fair market value of such property at the time of such Disposition.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Subsidiary and Minority Investment may make Restricted Payments to Holdings, any Subsidiaries of Holdings that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary or Minority Investment, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(d) [reserved];

(e) any other Restricted Payment may be made by Holdings or any of its Subsidiaries so long as (i) no Default shall have occurred and be continuing or would result therefrom, (ii) after giving

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pro forma effect thereto (based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto and to all other pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), both (x) the Consolidated Fixed Charge Coverage Ratio is not less than the maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Restricted Payment is made pursuant to Section 7.20(b) and (y) the Consolidated Total Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the aggregate amount of all Restricted Payments made pursuant to this clause (e) after the First Amendment Effective Date shall not exceed Cumulative Retained Excess Cash Flow as of the date of any such Restricted Payment; and

(f) Borrower may declare and make (and each Subsidiary of Holdings may declare and make to enable Borrower to do the same) Restricted Payments, directly or indirectly, to Akumin Holdings Corp. and Holdings, so that each of them may, and each of them shall be permitted to, pay, or make distributions to any parent entity to pay (directly or indirectly), any Taxes that are due and payable by, or are attributable to, Holdings and its Subsidiaries;

provided that notwithstanding anything to the contrary in this Agreement, in no event shall the proceeds of any Incremental Increase be utilized to fund the making of any Restricted Payment.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Holdings and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings or such Subsidiary or Minority Investment as would be obtainable by Holdings or such Subsidiary or Minority Investment at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary or Minority Investment to make Restricted Payments to Holdings or any Guarantor or to otherwise transfer property to or invest in Holdings or any Guarantor, (ii) of any Subsidiary or Minority Investment to Guarantee the Indebtedness of Holdings or (iii) of Holdings or any Subsidiary or Minority Investment to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10 Amendments of Organization Documents and Agreements.

(a) Amend any of its Organization Documents (other than to change its name as permitted by Section 7.18 hereof) without the prior written consent of the Administrative Agent; or

(b) Except as required by Law, (i) amend, modify or otherwise change any provision of the Management Services Agreements without the prior written consent of the Administrative Agent or (ii) terminate the Management Services Agreements, unless such amendment, modification or change is necessary or advisable to comply with applicable Laws.

7.11 Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required by IFRS or applicable generally accepted accounting principles (it being agreed that a conversion from IFRS to GAAP as provided by Section 1.02(a) shall be permitted), or (ii) Fiscal Year, except to change the Fiscal Year of any Loan Party to December 31.

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7.12 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness listed on Schedule 7.02, or amend, modify or change in any manner any term or condition of any such Indebtedness listed on Schedule 7.02, (iii) Indebtedness repaid using the purchase price proceeds of the Acquisition Agreement in accordance with the terms of the Acquisition Agreement or (iv) Indebtedness repaid by Akumin FL on the Akumin FL Note or the Alaris Note when due in accordance with their respective terms and the Alaris Subordination Agreement (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

7.13 Prepayments and Amendments.

(a) Prepay amounts not then due and owing under the Alaris Note; or

(b) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement, or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement, agree in any manner to any other amendment, modification or change of any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement or increase the amount of the Akumin FL Note above $5,000,000 or take any other action in connection with any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement that would impair the value or the interest or rights of any Loan Party thereunder or that would be materially adverse to, or impair the rights or interests of, any Agent or any Lender.

7.14 Partnerships, Etc. Except as set forth on Schedule 7.14 as of the Closing Date, become a general partner in any general or limited partnership or joint venture.

7.15 Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

7.16 Formation of Subsidiaries. Organize or invest in any new Subsidiary or Minority Investment without the prior written consent of the Administrative Agent, unless such Investment is permitted pursuant to the terms hereof (including Section 7.03) and, with respect to any such action, Holdings causes such Subsidiary or Minority Investment to comply with Section 6.12.

7.17 Negative Pledge. Enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) in favor of the Administrative Agent or (b) in connection with (i) any purchase money Indebtedness permitted by Section 7.02(f) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (ii) any Capitalized Lease permitted by Section 7.02(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iii) Liens existing on the date hereof and described on Schedule 7.01(b) hereto, or (iv) Liens granted by Akumin FL securing the Alaris Note (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

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7.18 Changes in Locations; Name, etc. (a) Change the location of its chief executive office/chief place of business or (b) change its name or change the location where it maintains its records, unless, in either case, it shall have given the Administrative Agent at least 30 days prior written notice thereof and shall have delivered to the Administrative Agent all UCC and PPSA financing statements and amendments thereto as the Administrative Agent shall request and taken all other actions deemed reasonably necessary by the Administrative Agent to continue its perfected security interest in the Collateral.

7.19 Holdings. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of the Borrower and its Subsidiaries and other Investments, (ii) the performance of the Loan Documents, (iii) providing guarantees permitted under Section 7.02(e) hereof, (iv) the provision of corporate services to the Borrower and its Subsidiaries and other Investments (such as licensing of intellectual property rights and senior management services and, to the extent required by third parties in the ordinary course of business of the Borrower and its Subsidiaries, entering into or guaranteeing leases of real property to be utilized by the Borrower, any Subsidiary or any Professional Services Affiliate or guaranteeing obligations of the Borrower, any Subsidiary or any Professional Services Affiliate that are incurred in the ordinary course of business, to the extent such guarantees are permitted hereunder) and (v) those related to being an offering corporation, reporting issuer and a Person listed on a recognized stock exchange.

7.20 Financial Covenants.

(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2019) set forth below to exceed the ratio indicated:

Fiscal Quarter	Maximum Consolidated Total Leverage Ratio
June 30, 2019 to June 30, 2020		5.75:1.00
September 30, 2020 to June 30, 2021		5.50:1.00
September 30, 2021 to June 30, 2022		5.00:1.00
September 30, 2022 to June 30, 2023		4.75:1.00
September 30, 2023 and thereafter		4.50:1.00

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.20:1.00 as of the last day of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2018).

7.21 ERISA.

(a) Permit the affairs of any Loan Party to be conducted so that the underlying assets of the any Loan Party constitutes “plan assets” within the meaning of the Plan Asset Rules.

(b) Permit the occurrence or reasonably expected occurrence of an ERISA Event that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

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(d) Maintain, contribute to, or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.

7.22 Cash Management. Modify, or permit any change to, the cash management systems described in Section 6.16 (including, without limitation, any modification or revocation of any sweep arrangements pertaining to a Collection Account) without the prior written consent of the Administrative Agent.

7.23 OFAC; USA Patriot Act. Fail to comply with the Laws, regulations and executive orders referred to in Section 5.30. No Loan Party, Subsidiary or PC Entity, nor to the knowledge of the Loan Party, any director, officer, agent, employee, or other Person acting on behalf of the Loan Party, any Subsidiary or any PC Entity, will request or use the proceeds of any Loan or Letter of Credit, directly or indirectly, (A) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-bribery and anti-corruption legislation in other jurisdictions, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or Canada, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, PC Entity, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the transaction of any Sanctions.

7.24 Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may enter into Sale and Leaseback Transactions so long as the Attributable Indebtedness is permitted under Section 7.02 and the corresponding Lien is permitted under Section 7.01.

7.25 Hazardous Materials. Permit, cause or suffer to exist any Release of any Hazardous Material at, to or from any of its properties that would violate or form the basis of Environmental Liability, other than such violations or liabilities that would not, in the aggregate, reasonably be expected to result in Material Adverse Effect.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default hereunder:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of or interest on any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within two (2) days after the same becomes due, any fee due or other amount payable hereunder or under any other Loan Document; or

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(b) Specific Covenants. The Borrower or any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.16(b) or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for fifteen (15) days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e) Cross-Default. (i) Any Loan Party or any of its Subsidiaries or Minority Investments (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary or Minority Investment as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries or Minority Investments institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; makes a proposal to its creditors or files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

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(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries or Minority Investments becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any of its Subsidiaries or Minority Investments (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount, or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. Any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; or

(j) ERISA Event. (i) An ERISA Event shall occur or be reasonably expected to occur that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect; or (ii) permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(k) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(l) Change of Control. There occurs any Change of Control; or

(m) Collateral Document. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

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(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of any Event of Default described in either of Section 8.01(f) or (g), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Agents in their capacities as such ratably among them in proportion to the amounts described in this clause First payable to them;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and any amounts owed under any Hedge Agreement and any Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, and, if applicable, any Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them, provided that no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Swap Obligations of such Guarantor;

Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

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ARTICLE IX

ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

(a) Each of the Lenders and each L/C hereby irrevocably appoints BBVA to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding any other provision of this Agreement, neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement or Secured Cash Management Agreement.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or Minority Investment or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

(a) Each Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its

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own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders.

(b) Each Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders hereunder and under the other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Information) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including, without limitation, any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall take such action with respect to such Event of Default or Default as may be requested by the Required Lenders in accordance with Section 8.02; provided, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective

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activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and L/C Issuer appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower, L/C Issuer and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b) Any resignation by BBVA as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. If BBVA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all such L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution

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for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the existing L/C Issuer to effectively assume the obligations of the existing L/C Issuer with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower and the other Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates which may come into the possession of the Administrative Agent.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding the Arranger shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Agents and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Agents under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.07 and 10.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (each, a “Credit Bid”) (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code or any other Debtor Relief Law, or any similar Laws in any other jurisdictions to which Holdings or any of its Subsidiaries is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such Credit Bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, Credit Bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles; provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be Credit Bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt Credit Bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01 hereof;

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(b) to release any Guarantor from its obligations under a Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(g).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Secured Cash Management Agreements and Hedge Agreements. No Lender Counterparty that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty.

9.12 Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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9.13 Lender ERISA Representation.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i) none of the Administrative Agent, any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters

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of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c) The Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b) postpone any date scheduled for any payment of principal or interest under Sections 2.05 or 2.06, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document including but not limited to the Maturity Date without the written consent of each Lender entitled to such payment;

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(c) reduce the principal of, or the rate of interest specified herein on or any Loan, L/C Borrowing or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(d) change any provision of Section 8.03 so as to alter the manner of application of any payment in respect of the Obligations or proceeds of Collateral, in each case without the written consent of each Lender directly affected thereby;

(e) waive any condition (including by virtue of any amendment, consent or waiver that otherwise would cause a condition that would not have been satisfied to be satisfied) set forth in (i) Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Revolving Lenders or (ii) Section 4.03 as to any Credit Extension of a Delayed Draw Term Loan without the written consent of the Required Term A Lenders.

(f) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term A Lenders” without the written consent of each Lender under the applicable Facility;

(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(h) release either (i) Holdings from the Parent Guaranty or (ii) all or substantially all of the value of the Guarantees of the Subsidiaries under the Subsidiary Guaranty, in each case without the written consent of each Lender; or

(i) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

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10.02 Notices and Other Communications; Facsimile Copies.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified on its signature page hereto, or such other office of such Lender as may be designated in writing to the Administrative Agent and the Borrower by such Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

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(d) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower (in the absence of the gross negligence or willful misconduct of such Person). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as al L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower agrees to pay on demand (i) all costs and expenses of each Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of one primary U.S. counsel, one primary Canadian counsel and reasonably necessary local and/or regulatory counsel (limited to one regulatory counsel in any reasonably necessary specialty and to one local counsel in each reasonably necessary jurisdiction) for the Agents and the Arrangers with respect thereto, with respect to advising such Agent as to its rights and responsibilities,

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or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with the Loan Parties or with other creditors of the Loan Parties arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent, the Arranger, each Lender and the L/C Issuer (and each Related Party of each Agent, the Arranger and each Lender) in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Agents, the Arranger, the Lenders and the L/C Issuer, (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)).

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each other Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Indemnitees (taken as a whole), (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party have obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the

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Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(c).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and

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each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans, participations in L/C Obligations and in Swing Line Loans); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (with respect to assignments of the Revolving Credit Facility) or $1,000,000 (with respect to assignments of either Term Facility), (ii) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and, in any case, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis (it being understood that after the First Amendment Effective Date and during the Delayed Draw Availability Period, any assignment of the Term A Facility will include both outstanding Initial Term A Loans and unfunded Delayed Draw Term Commitments on a ratable basis), (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances

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occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(c) Consents. No consent shall be required for any assignment except any consent in proviso (i) to clause (b) above regarding minimum assignment amounts and:

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(iii) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(d) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender may request and receive from the

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Administrative Agent a copy of the Register. It is the intention of this Agreement that the Loans will be in registered form for United States federal income tax purposes and this Agreement shall be interpreted to further that intention.

(e) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Holdings or any of Holdings’ Affiliates or Subsidiaries, Minority Investments or Professional Services Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.04 or 3.01 with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time BBVA or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), (i) such Person may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) BBVA may, upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of BBVA or the applicable L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If BBVA or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to BBVA to effectively assume the obligations of BBVA with respect to such Letters of Credit.

(i) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

(j) Notwithstanding anything to the contrary contained herein, any Lender other than a Lender that is then a Defaulting Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this

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Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Administrative Agent, and the Lenders may disclose the existence of this Agreement and information about this Agreement (A) to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions and (B) in advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and the circulation of similar promotional materials, on and following the First Amendment Effective Date in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and the Loan Parties (or any of them), (ii) the Documentation Agents and their respective Affiliates’ titles and roles in connection with the Transactions and (iii) the amount, type and closing date of the Commitments and the Loans. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent, or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Administrative Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (including without limitation, the Criminal Code (Canada)) (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any

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Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH LOAN PARTY A PARTY HERETO (OTHER THAN HOLDINGS) HEREBY IRREVOCABLY APPOINTS HOLDINGS, AND HOLDINGS HEREBY IRREVOCABLY APPOINTS CT CORPORATION (THE “PROCESS AGENT”) IN EACH CASE TO RECEIVE, FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN ANY PROCEEDINGS HEREUNDER. IF FOR ANY REASON THE PROCESS AGENT IS UNABLE TO ACT AS SUCH, HOLDINGS SHALL WITHIN THIRTY (30) DAYS APPOINT A SUBSTITUTE PROCESS AGENT LOCATED IN THE STATE OF NEW YORK AND SHALL GIVE NOTICE OF SUCH APPOINTMENT TO THE AGENTS.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT

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IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 USA Patriot Act and Canadian AML Acts’ Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act or any Canadian AML Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party, information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act and the Canadian AML Acts. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Canadian AML Acts.

10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

10.18 Additional Titles. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Lead Arranger and Bookrunner shall have no duties or responsibilities in their capacity as such hereunder and such Persons shall not have or be deemed to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations of the Lead Arranger or Bookrunner shall be construed to exist in this Agreement or any other Loan Document.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day

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preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable Law).

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AKUMIN INC., as Holdings

By:

Name:

Title:

AKUMIN CORP., as the Borrower

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as
Administrative Agent

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as a Lender

By:

Name:

Title:

By:

Name:

Title:

Lending Office:

[___]

Notices:

[___]

[SIGNATURES CONTINUED ON NEXT PAGE][¹]

¹  NTD: Additional Lender signature pages to be provided.

Annex II

(Amendment No. 1 to Loan Documents)

[Schedules to Credit Agreement]

See attached.

Annex II

SCHEDULES TO THE CREDIT AGREEMENT

(as amended by the First Amendment to Loan Documents dated as of May 31, 2019)

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

COMPASS BANK d/b/a BBVA COMPASS

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

and

BBVA SECURITIES INC., as Lead Arranger and Sole Bookrunner

[REDACTED FOR CONFIDENTIALITY REASONS]

Schedule 2.01

Commitments and Applicable Percentages

Revolving Credit Lender	Revolving Credit Commitment		Applicable Percentage (Revolving Credit Facility)
Compass Bank	$	30,000,000.00		60.000000000	%
The Bank of Nova Scotia	$	8,000,000.00		16.000000000	%
BankUnited, N.A.	$	7,000,000.00		14.000000000	%
National Bank of Canada	$	5,000,000.00		10.000000000	%
Total:	$	50,000,000.00		100.000000000	%
Term Lender	Term Commitment		Applicable Percentage (Term Facility)
The Bank of Nova Scotia	$	7,000,000.00		43.750000000	%
BankUnited, N.A.	$	6,000,000.00		37.500000000	%
National Bank of Canada	$	3,000,000.00		18.750000000	%
Total:	$	16,000,000.00		100.000000000	%
Term A Lender	Term A Commitment		Applicable Percentage (Term A Facility)
The Bank of Nova Scotia	$	25,000,000.00		50.000000000	%
National Bank of Canada	$	13,000,000.00		26.000000000	%
BankUnited, N.A.	$	12,000,000.00		24.000000000	%
Total:	$	50,000,000.00		100.000000000	%

Term B Lender	Term B Commitment		Applicable Percentage (Term B Credit Facility)
Whitehorse Capital Management, LLC	$	100,000,000.00		37.593984962	%
Compass Bank	$	90,000,000.00		33.834586466	%
BankUnited, N.A.	$	10,000,000.00		3.759398496	%
Comvest Capital IV, L.P.	$	51,391,500.00		19.320112782	%
A-CAP Investments Rated LLC	$	5,000,000.00		1.879699248	%
Great Lakes KCAP F3C Senior, LLC	$	3,750,000.00		1.409774436	%
Comvest Capital IV (Luxembourg) Master Fund, SCSP	$	3,608,500.00		1.356578947	%
Great Lakes KCAP Funding I, LLC	$	2,250,000.00		0.845864662	%
Total:	$	266,000,000.00		100.000000000	%

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

AKUMIN INC., as Holdings,

AKUMIN CORP., as Borrower

8300 W. Sunrise Boulevard

Plantation, FL, 33322

Attention:	Riadh Zine
Telephone:	954-577-6000
Facsimile:	954-577-5816
Electronic Mail:	riadh.zine@akumin.com

ADMINISTRATIVE AGENT:

For payments and Requests for Credit Extensions:

Administrative Agent’s Office (

Attention:	LD&FC Agency Services
Facsimile:	205-524-9604
Electronic Mail: ldfcagencyservices.us@bbva.com]

USD PAYMENT INSTRUCTIONS:

Bank Name:	Compass Bank
Address:	8333 Douglas Ave, 2nd FL, Dallas, TX 75225
ABA #:	113010547

Account Name: Agency Services Wire GL

Account Number: 90173032

Attn: Agency Services

Reference: Akumin Corp.

For delivery of financial statements and Compliance Certificates pursuant to Sections 6.01 and 6.02:

Kyle L. Sederstrom

BBVA Compass - Middle Market

Vice President - Corporate Relationship Manager

Fort Worth - Two Museum Place

3131 West 7th Street, Suite 200

Fort Worth, Texas 76107

Telephone:	817 735 0979
Facsimile:	817 375 3535
Electronic Mail: kyle.sederstrom@bbva.com

For delivery of other Notices to Administrative Agent:

COMPASS BANK d/b/a BBVA COMPASS

Attention:         Kyle Sederstrom

Electronic Mail: ldfcagencyservices.us@bbva.com, kyle.sederstrom@bbva.com, and

ny.us.syndicated.finance.group@bbva.com.

EX-99.27

Exhibit 99.27

June 20, 2019

VIA SEDAR

NOTICE TO READER

Re: Akumin Inc.

Please be advised that this First Amendment to Loan Documents has been refiled with a new Schedule 2.01—Commitments and Applicable Percentages clarifying that the Delayed Draw Term Loans are part of the Term A Loans, and that the applicable percentage for each Term A Lender set out in Schedule 2.01 includes both the Delayed Draw Term Commitments and the Initial Term A Loans.

Execution Version

FIRST AMENDMENT TO LOAN DOCUMENTS

This FIRST AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of May 31, 2019, is entered into by and among AKUMIN INC., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each Guarantor listed on the signature pages hereto, including the guarantors listed on Exhibit A hereto (the “Joining Guarantors”), Compass Bank d/b/a BBVA Compass, in its capacity as a Swing Line Lender, an L/C Issuer and Administrative Agent, (the “Administrative Agent”) and the Lenders (defined below) party hereto.

RECITALS

WHEREAS, the Borrower, Holdings, the Administrative Agent and certain banks and other financial institutions (the “Existing Lenders”) are parties to that certain Credit Agreement, dated as of August 15, 2018 (as amended hereby, and as further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement prior to giving effect to this Amendment being referred to as the “Existing Credit Agreement”), pursuant to which the Existing Lenders have extended revolving credit facilities and a term loan facility to the Borrowers;

WHEREAS, the Loan Parties have requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement, as more particularly set forth below, and the Lenders party to this Amendment (after giving effect to the Facility Adjustments (defined below)) are willing to effect such amendments, as provided in, and on the terms and conditions contained in, this Amendment;

WHEREAS, the Loan Parties have also requested that the Existing Credit Agreement be amended and increased to provide for (a) a Term A Facility (as defined in the Credit Agreement) in an aggregate principal amount of $66,000,000, (b) a Term B Facility (as defined in the Credit Agreement) in an aggregate principal amount of $266,000,000, and (c) a revolving credit facility with aggregate Revolving Credit Commitments (as defined in the Credit Agreement) in a principal amount of $50,000,000, and the banks, financial institutions and other lenders providing the Term Loan and the Revolving Credit Commitments (the “Lenders”) are willing to amend the Credit Agreement to provide such credit facilities as provided in, and on the terms and conditions contained in, this Amendment and in the Credit Agreement;

WHEREAS, certain lenders under the Existing Credit Agreement identified on the signature pages hereto as “Departing Lenders” (the “Departing Lenders”) have agreed to assign their Revolving Credit Commitments, Revolving Credit Loans and Term Loans (each as defined in the Existing Credit Agreement) under the Existing Credit Agreement pursuant to the terms hereof, with such assignment being deemed to occur simultaneously with the Facility Adjustments and prior to the amendments set forth herein; and

WHEREAS, the Lenders are willing to consent to the requested amendments to and increases of the Existing Credit Agreement and the Facility Adjustments, all as provided in, and on the terms and conditions contained in, this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree, as applicable, as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.

2. Amendments to Loan Documents. Subject to the terms and conditions hereof and in accordance with Section 10.1 of the Existing Credit Agreement:

(a) The Existing Credit Agreement (other than the Schedules and Exhibits thereto) is hereby amended in its entirety to read in the form of Annex I attached hereto (which such amended Credit Agreement shall include the amended and increased Term Commitments and Revolving Credit Commitments provided in this Amendment).

(b) The Schedules to the Existing Credit Agreement are hereby amended by replacing such Schedules in their entirety with those attached as Annex II hereto.

(c) The Exhibits to the Existing Credit Agreement are hereby amended by replacing such Exhibits in their entirety with those attached as Annex III hereto.

(d) The Schedules to the Security Agreement are hereby amended by replacing such Schedules in their entirety with those attached as Annex IV hereto.

(e) Section 1.1(v) of Exhibit C to the Security Agreement is hereby amended by deleting the phrase “all any and all claims” and inserting in lieu thereof “any and all claims”.

(f) Schedule III to the Canadian Security Agreement is hereby amended by replacing such Schedule in its entirety with that attached as Annex V hereto.

(g) Section 1.1(v) of Exhibit C to the Canadian Security Agreement is hereby amended by deleting the phrase “all any and all claims” and inserting in lieu thereof “any and all claims”.

3. Facility Adjustments.

(a) Upon the First Amendment Effective Date (defined below) (i) the aggregate principal amount of the Term A Loans and Term B Loans referenced in the amended Credit Agreement set forth as Annex I hereto in excess of the principal amount of the Term Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the First Amendment Effective Date shall be provided by the applicable Lenders so that, after giving effect thereto, the aggregate amount of the Delayed Draw Loan Term Commitment, Term A Loan and Term B Loan of each applicable Lender shall be as set forth on Schedule 2.01 to the Credit Agreement included in Annex II hereto, and (ii) the Revolving Credit Commitments referenced in the amended Credit Agreement set forth as Annex I hereto shall be made available by the applicable Lenders so that, after giving effect thereto, the aggregate amount of the Revolving Credit Commitments of each applicable Lender shall be as set forth on Schedule 2.01 to the Credit Agreement included in Annex II hereto.

(b) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, in connection with the increase of the Term Loans (as defined in the Existing Credit Agreement) as Term A Loans and Term B Loans hereunder, and the increase of the Revolving Credit Commitments hereunder, each party hereto agrees (i) that the requisite assignments shall be deemed to be made in such amounts among the Lenders and the Departing Lenders, and from each Lender and Departing Lender to each other applicable Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Assumption as required under the Existing Credit Agreement and (ii) to any adjustments to be made to the Register to effectuate such reallocations and assignments. In connection therewith, (x) any reallocation among the applicable Lenders and the Departing Lenders resulting from the Facility Adjustments, (y) the repayment of any Loans necessary in connection with the Facility Adjustments (if any), and (z) any reallocation among the applicable Lenders of outstanding Loans resulting from the Facility Adjustments (if any), shall in each case all occur on the First Amendment Effective Date in connection with the effectiveness of this Amendment, and the Administrative Agent may make such adjustments between and among the applicable Lenders and Departing Lenders

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(including adjustments to participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans) as are reasonably necessary to effectuate the Facility Adjustments, so that the outstanding Revolving Credit Commitments, Term A Loans (and the related Delayed Draw Term Commitments) and Term B Loans are as set forth on the revised Schedule 2.01 to the Credit Agreement included in Annex II hereto as of the First Amendment Effective Date and the outstanding Loans and Delayed Draw Term Commitment on the First Amendment Effective Date are held by the applicable Lenders in accordance with their respective Applicable Percentage (the increase of the facilities provided in the Credit Agreement, and the assignments, adjustments and reallocations set forth in this sentence, collectively, the “Facility Adjustments”). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement, the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption.

(c) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, each Lender agrees that (i) the Facility Adjustments provided by this Amendment shall each be effective upon the First Amendment Effective Date immediately prior to the effectiveness of the amendments set forth in Section 2 above, (ii) the conditions to effectiveness of the Facility Adjustments and the amendments set forth in Section 2 above are limited to the conditions to the effectiveness of this Amendment on the First Amendment Effective Date as set forth below and (iii) no increase to the Term Loan (as defined in the Existing Credit Agreement) as Term A Loans and/or Term B Loans provided herein shall constitute an incurrence of or increase to the facilities provided under Section 2.14 of the Existing Credit Agreement or of the Credit Agreement.

(d) To the extent not otherwise a Lender prior to the date of this Amendment, the Lenders providing any portion of the facilities under the Credit Agreement (collectively, the “Joining Lenders”) are parties to this Amendment for the purposes of agreeing to the Credit Agreement, becoming party thereto and becoming bound by the provisions thereof in the capacity of a Lender and providing their portion of the Term A Loans (including the Delayed Draw Term Commitment), Term B Loans and/or Revolving Credit Loans.

4. Joinder of Joining Lenders. By its execution of this Amendment, each Joining Lender hereby confirms and agrees that, on and after the First Amendment Effective Date, it shall be a party to the Credit Agreement as a Lender, shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder and its Term A Loans (including its Delayed Draw Term Commitment), Term B Loans and/or Revolving Credit Commitment shall be as set forth on the revised Schedule 2.01 to the Credit Agreement included in Annex II hereto. Each Joining Lender severally, and not jointly, further (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Assignee under Section 10.06 of the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that executes this Amendment), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Lender, agent or arranger; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,

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or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

5. Representations and Warranties. The Borrower and each of the other Loan Parties (including, without limitation, each Joining Guarantor), by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the Lenders as of the First Amendment Effective Date as follows:

(a) the execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) require any consent or approval of the shareholders or members of such Loan Party, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to such Loan Party or of the constitutional documents, charter or bylaws of such Loan Party, (iii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or any other material agreement, lease, or instrument to which such Loan Party is a party or by which it or its properties may be bound or affected, or (iv) result in the creation of a Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by such Loan Party (other than Permitted Liens);

(b) this Amendment has been duly executed and delivered by each Loan Party, and this Amendment, the Credit Agreement and each other Loan Document (in each case, as amended hereby) constitutes a legal, valid and binding obligation of the Loan Parties, enforceable against each such Loan Party in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

(c) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, as applicable; and

(d) after the effectiveness of this Amendment on the First Amendment Effective Date, the borrowing of Loans and the provision of the Delayed Draw Term Commitments and the Revolving Credit Commitments set forth herein, no Default or Event of Default has occurred and is continuing.

6. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “First Amendment Effective Date”):

(a) Receipt by the Administrative Agent of at least one fully executed copy of this Amendment, executed by Holdings, the Borrower, the Joining Guarantors, each other Guarantor, each Lender, each Departing Lender (solely in its capacity as such), and the Administrative Agent;

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(b) All outstanding Swing Line Loans made under (and as defined in) the Existing Credit Agreement by the Swing Line Lender under (and as defined in) the Existing Credit Agreement plus all accrued fees, expenses and interest thereon, shall be repaid at least one (1) Business Day prior to the First Amendment Effective Date;

(c) All unpaid interest and fees accrued through and including the First Amendment Effective Date on outstanding Loans made under (and as defined in) the Existing Credit Agreement, shall be repaid on or prior to the First Amendment Effective Date;

(d) No Swing Line Loans under (and as defined in) the Existing Credit Agreement shall be outstanding on the First Amendment Effective Date; and

(e) Receipt by the Administrative Agent of evidence satisfactory to it that the conditions set forth in Sections 4.01 and 4.02 of the Credit Agreement have been satisfied.

7. No Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents as amended hereby, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents, and (d) confirms that the Collateral Documents and the Liens granted thereunder remain in full force and effect notwithstanding the entry into this Amendment.

8. Departing Lenders. By its execution of this Amendment, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the First Amendment Effective Date and the payment in full in cash in immediately available funds to each Departing Lender of all Obligations (including, without limitation, all principal amounts and accrued but unpaid interest) then owing to it under the Credit Agreement, (a) each Departing Lender shall cease to be a Lender under the Credit Agreement and (b) each Departing Lender shall have no further rights or obligations as a Lender under the Credit Agreement (and each such Departing Lenders’ Commitment under the Existing Credit Agreement is terminated and all of its obligations in respect of such Commitment or any extensions of credit under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) are forever discharged), except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 10.05 of the Credit Agreement. Each Departing Lender is a party to this Amendment solely for the purpose of evidencing its agreement to Section 3(b) and this Section 8.

9. Joinder of Guarantors. By their respective execution of this Amendment, each Joining Guarantor hereby become a party (i) to the Subsidiary Guaranty (the “Guaranty”) and bound by all the terms, conditions, obligations, liabilities and undertakings of each Guarantor or to which each Guarantor is subject thereunder, including without limitation the joint and several, unconditional, absolute, continuing and irrevocable guarantee to the Administrative Agent for the benefit of the Secured Parties of the payment and performance in full of the Guaranteed Obligations (as defined in the Guaranty) whether now existing or hereafter arising, all with the same force and effect as if the Joining Guarantor were a signatory to the Guaranty, and (ii) the Security Agreement as a Grantor and bound by all the terms, conditions, obligations, liabilities and undertakings of each Grantor or to which each Grantor is subject thereunder, including without limitation the grant pursuant to Section 1 of the Security Agreement, and each Joining Guarantor does hereby grant a security interest to the Administrative Agent for the benefit of the Secured Parties in the property and property rights constituting Collateral (as defined in Section 1 of the Security Agreement) of such Grantor or in which such Grantor has or may have or acquire an interest

5

or the power to transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the payment and performance of the Secured Obligations, all with the same force and effect as if each such Joining Guarantor were a signatory to the Security Agreement.

10. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Existing Credit Agreement and each other Loan Document are and shall remain in full force and effect. All references in any Loan Document to the “Credit Agreement” or “this Agreement” (or similar terms intended to reference the Credit Agreement) or any references to any “Loan Document” shall henceforth refer to the Credit Agreement as amended by this Amendment or the Loan Documents as amended by this Amendment, as applicable. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto, each other Lender and each other Loan Party, and their respective successors and assigns.

(c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(d) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective upon satisfaction of the conditions set forth in Section 6 hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may not be amended except in accordance with the provisions of Section 10.019 of the Credit Agreement.

(e) If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) The Borrower agrees to pay, (i) in accordance with and subject to the limitations in Section 10.04 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder and (ii) all reasonable and documented out-pocket expenses incurred by the Administrative Agent in connection with the actions required to be taken by it pursuant to Section 9 of this Amendment on and after the First Amendment Effective Date.

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(g) None of the Facility Adjustment, this Amendment, the Credit Agreement, nor any other Loan Document shall release, limit or impair in any way the priority of any security interests and liens held by the Administrative Agent for the benefit of the Secured Parties against any assets of Holdings, the Borrower, any other Borrower, or any Guarantor arising under the Credit Agreement or any other Loan Documents, as each may be amended, restated, supplemented or modified from time to time.

(h) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Existing Lenders, the Lenders, or the Administrative Agent under the Existing Credit Agreement, the Credit Agreement, or any other Loan Document. Except as expressly set forth herein, nothing herein shall be deemed to entitle Holdings, the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Credit Agreement or any other Loan Document in similar or different circumstances.

(i) This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(j) Each Lender party hereto hereby makes, as of the First Amendment Effective Date, the representations and warranties contained in Section 9.13 of the Credit Agreement.

[Signature Pages Follow.]

7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

AKUMIN INC., as Holdings
By:	(signed) “Riadh Zine”
Name: Riadh Zine
Title: President and CEO

AKUMIN CORP., as the Borrower
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Executive Vice President and COO

AKUMIN HOLDINGS CORP., as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Executive Vice President and COO

ADG ACQUISITION HOLDINGS, INC., as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ADVANCED DIAGNOSTIC RESOURCES, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ADVANCED DIAGNOSTIC HOLDINGS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

AFO IMAGING, INC., as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

AKUMIN FL, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

AKUMIN FLORIDA HOLDINGS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

AKUMIN IMAGING TEXAS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

DELAWARE OPEN MRI RADIOLOGY ASSOCIATES, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ELITE IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ELITE RADIOLOGY OF GEORGIA, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

IMAGING CENTER OF WEST PALM BEACH LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

JEANES RADIOLOGY ASSOCIATES, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

LCM IMAGING, INC., as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

LEBANON DIAGNOSTIC IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PMI PARTNERS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING AT THE MEDICAL CENTER, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING HEB, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF AUSTIN, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING AT CASA LINDA PLAZA, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF CORINTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF DENTON, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF FORT WORTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF FRISCO, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF GARLAND, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF GRAPEVINE/COLLEYVILLE, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF IRVING, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF MCKINNEY, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF MESQUITE, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED IMAGING OF PLANO, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING ON PLANO PARKWAY, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

PREFERRED OPEN MRI, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

RITTENHOUSE IMAGING CENTER, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ROSE RADIOLOGY CENTERS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

ROUND ROCK IMAGING, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

SYNCMED, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[First Amendment to Loan Documents – Signature Page]

TIC ACQUISITION HOLDINGS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

VISTA PEM PROVIDERS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

WILKES-BARRE IMAGING, L.L.C., as a Guarantor
By:	(signed) “Rohit Navani”
Name: Rohit Navani
Title: Chief Operating Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as Administrative Agent
By:	(signed) “Kyle L. Sederstrom”
Name: Kyle L. Sederstrom
Title: Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as a Lender
By:	(signed) “Kyle L. Sederstrom”
Name: Kyle L. Sederstrom
Title: Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THE BANK OF NOVA SCOTIA, as a Lender
By:	(signed) “Suneel Puri”
Name: Suneel Puri
Title: Director

By:	(signed) “Dan Cameron”
Name: Dan Cameron
Title: Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NATIONAL BANK OF CANADA, as a Lender
By:	(signed) “David Sellitto”
Name: David Sellitto
Title: Director
By:	(signed) “David Torrey”
Name: David Torrey
Title: Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANKUNITED, N.A., as a Lender
By:	(signed) “James P. Craig”
Name: James P. Craig
Title: SVP – Healthcare Practice Leader
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE ONSHORE CREDIT OPPORTUNITIES I SPC LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE PRINCIPAL LENDING HOLDINGS, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE PRINCIPAL LENDING OFFSHORE HOLDINGS, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SWISS CAPITAL HYS PRIVATE DEBT FUND L.P., as a Lender

By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE FINANCE CREDIT I, LLC, as a Lender
By:	(signed) “Edward J. Giordano”
Name: Edward J. Giordano
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRISTAR CREDIT, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRINITY CREDIT, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

MPS HOLDCO UK LIMITED, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BCSSS HOLDCO UK LIMITED, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

HGC SPV, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THORNEY ISLAND LIMITED PARTNERSHIP, as a Lender
By:	(signed) “Richard Siegel”
Name: Richard Siegel
Title: Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV, L.P., as a Lender
By:	(signed) “Jason Gelberd”
Name: Jason Gelberd
Title: Partner
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV (LUXEMBOURG) MASTER FUND, SCSP, as a Lender
By:	(signed) “Jason Gelberd”
Name: Jason Gelberd
Title: Partner
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES KCAP FUNDING I, LLC, as a Lender
By:	(signed) “Daniel Gilligan”
Name:	Daniel Gilligan
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES KCAP F3C SENIOR, LLC, as a Lender
By:	(signed) “Daniel Gilligan”
Name:	Daniel Gilligan
Title:	Authorized Signatory

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

A-CAP INVESTMENTS RATED LLC, as a Lender
By:	(signed) “Edward Zhu”
Name:	Edward Zhu
Title:	Portfolio Manager

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[First Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SIEMENS FINANCIAL SERVICES, INC., as a Departing Lender
By:	(signed) “Michael L. Zion”
Name: Michael L. Zion
Title: Vice President, Siemens Financial Services, Inc.

By:	(signed) “John Finone”
Name: John Finone
Title: Vice President

[First Amendment to Loan Documents – Signature Page]

Annex I

(Amendment No. 1 to Loan Documents)

[Credit Agreement]

See attached.

Annex I

Execution Version

CREDIT AGREEMENT

(as amended by the First Amendment to Loan Documents dated as of May 31, 2019)

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

BBVA COMPASS,

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

THE BANK OF NOVA SCOTIA,

as Syndication Agent,

BANKUNITED,

HIG WHITEHORSE,

TCW ASSET MANAGEMENT COMPANY LLC and

COMVEST CAPITAL IV, L.P.,

as Co-Documentation Agents

and

BBVA SECURITIES INC.,

as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		40
1.03	Accounting Terms		40
1.04	Rounding		41
1.05	Times of Day		41
1.06	Certain Calculations		41
1.07	Letter of Credit Amounts		41
1.08	Limited Condition Acquisitions and Financial Covenants		42
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans		42
2.02	Borrowings, Conversions and Continuations of Loans		43
2.03	Letters of Credit		44
2.04	Swing Line Loans		51
2.05	Prepayments		54
2.06	Termination or Reduction of Commitments		57
2.07	Repayment of Loans		58
2.08	Interest		59
2.09	Fees		59
2.10	Computation of Interest and Fees		60
2.11	Evidence of Indebtedness		61
2.12	Payments Generally; Administrative Agent’s Clawback		61
2.13	Sharing of Payments by Lenders		63
2.14	Increase in Commitments		63
2.15	Cash Collateral		67
2.16	Defaulting Lenders		68
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes.		70
3.02	Illegality		74
3.03	Inability to Determine Rates		74
3.04	Increased Costs; Reserves on Eurodollar Rate Loans		75
3.05	Compensation for Losses		77
3.06	Mitigation Obligations; Replacement of Lenders		77
3.07	Survival		78
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions to Initial Credit Extension		78
4.02	Conditions to Subsequent Credit Extensions		82
4.03	Additional Conditions to Credit Extension of the Delayed Draw Term Loans		82

-i-

TABLE OF CONTENTS

(continued)

		Page
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws		83
5.02	Authorization; No Contravention		83
5.03	Governmental Authorization; Other Consents		83
5.04	Binding Effect		84
5.05	Financial Statements; No Material Adverse Effect		84
5.06	Litigation		85
5.07	No Default		85
5.08	Ownership of Property; Liens; Investments		85
5.09	Environmental Compliance		86
5.10	Insurance		87
5.11	Taxes		87
5.12	ERISA Compliance		87
5.13	Subsidiaries; Equity Interests; Loan Parties		88
5.14	Changes in Name, Jurisdiction of Formation and Structure; Tradenames		88
5.15	Margin Regulations; Investment Company Act		88
5.16	Disclosure		88
5.17	Intellectual Property; Licenses, Etc.		88
5.18	Solvency		89
5.19	Casualty, Etc.		89
5.20	Collateral Matters		89
5.21	Labor Matters		89
5.22	Deposit or Securities Accounts		89
5.23	Fees and Commissions		89
5.24	Material Contracts		90
5.25	HIPAA Compliance		90
5.26	Additional Healthcare Matters		91
5.27	Third Party Payors		92
5.28	Principal Payors		93
5.29	Management Services Agreement		93
5.30	Foreign Assets Control Regulations and Anti-Money Laundering		93
5.31	Use of Proceeds		94
5.32	Holding Company		94
5.33	Beneficial Ownership Certification		94
5.34	EEA Financial Institution		94
5.35	Borrower ERISA Status		94
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01	Financial Statements		95
6.02	Certificates; Other Information		96
6.03	Notices		96
6.04	Payment of Obligations		97
6.05	Preservation of Existence, Etc.		97
6.06	Maintenance of Properties		98
6.07	Insurance and Disaster Recovery		98
6.08	Compliance with Laws		98

-ii-

TABLE OF CONTENTS

(continued)

		Page
6.09	Books and Records		98
6.10	Inspection Rights		98
6.11	Use of Proceeds		99
6.12	Covenant to Guarantee Obligations and Give Security		99
6.13	Compliance with Environmental Laws		100
6.14	Payment of Taxes, Etc.		100
6.15	Further Assurances		101
6.16	Cash Management Systems		101
6.17	Lender Meeting		102
6.18	Material Contracts		102
6.19	Management Changes		102
6.20	Management Services Agreement		102
6.21	[Reserved]		103
6.22	Healthcare Reimbursement Exclusions		103
6.23	Medicare/Medicaid Communications		103
6.24	Non-Compliance		103
6.25	Medicare Investigations		103
6.26	Healthcare Related Matters		104
6.27	Compliance Plan		104
6.28	Related Documents		104
6.29	Sanctions		104
6.30	Compliance with Terms of Leaseholds		104
6.31	CIA Compliance		105
6.32	Interest Rate Protection		105
	ARTICLE VII
	NEGATIVE COVENANTS
7.01	Liens		105
7.02	Indebtedness		106
7.03	Investments		107
7.04	Fundamental Changes		109
7.05	Dispositions		109
7.06	Restricted Payments		110
7.07	Change in Nature of Business		111
7.08	Transactions with Affiliates		111
7.09	Burdensome Agreements		111
7.10	Amendments of Organization Documents and Agreements		111
7.11	Accounting Changes		111
7.12	Prepayments, Etc.		112
7.13	Prepayments and Amendments		112
7.14	Partnerships, Etc.		112
7.15	Speculative Transactions		112
7.16	Formation of Subsidiaries		112
7.17	Negative Pledge		112
7.18	Changes in Locations; Name, etc.		113
7.19	Holdings		113
7.20	Financial Covenants		113
7.21	ERISA		113

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TABLE OF CONTENTS

(continued)

		Page
7.22	Cash Management		114
7.23	OFAC; USA Patriot Act		114
7.24	Sale and Leaseback Transactions		114
7.25	Hazardous Materials		114
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default		114
8.02	Remedies Upon Event of Default		116
8.03	Application of Funds		117
	ARTICLE IX
	ADMINISTRATIVE AGENT
9.01	Appointment and Authority		118
9.02	Rights as a Lender		118
9.03	Exculpatory Provisions		119
9.04	Reliance by Administrative Agent		120
9.05	Delegation of Duties		120
9.06	Resignation of Administrative Agent		121
9.07	Non-Reliance on Administrative Agent and Other Lenders		122
9.08	No Other Duties, Etc.		122
9.09	Administrative Agent May File Proofs of Claim		122
9.10	Collateral and Guaranty Matters		123
9.11	Secured Cash Management Agreements and Hedge Agreements		124
9.12	Withholding Taxes		124
9.13	Lender ERISA Representation		125
	ARTICLE X
	MISCELLANEOUS
10.01	Amendments, Etc.		126
10.02	Notices and Other Communications; Facsimile Copies		128
10.03	No Waiver; Cumulative Remedies		129
10.04	Expenses; Indemnity; Damage Waiver		129
10.05	Payments Set Aside		131
10.06	Successors and Assigns		131
10.07	Treatment of Certain Information; Confidentiality		136
10.08	Right of Setoff		137
10.09	Interest Rate Limitation		137
10.10	Counterparts; Integration; Effectiveness		137
10.11	Survival of Representations and Warranties		137
10.12	Severability		138
10.13	Replacement of Lenders		138
10.14	Governing Law; Jurisdiction; Etc.		138
10.15	Waiver of Jury Trial		139
10.16	USA Patriot Act and Canadian AML Acts’ Notice		140
10.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions		140
10.18	Additional Titles		140
10.19	Judgment Currency		140

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TABLE OF CONTENTS

(continued)

		Page
Signatures			S-1
SCHEDULES
1.01	Guarantors
2.01	Commitments and Applicable Percentages
5.05	Supplement to Interim Financial Statements
5.08(b)	Existing Liens
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.08(e)	Existing Investments
5.09(c)	Environmental Compliance
5.12	ERISA Plans
5.13	Subsidiaries and Other Equity Investments; Loan Parties
5.14	Changes in Name, State of Formation and Structure; Tradenames
5.17	Intellectual Property Matters
5.22	Deposit or Securities Accounts
5.23	Fees and Commissions
5.24	Material Contracts
5.26	Additional Healthcare Matters
5.27	Third Party Payors
5.28	Principal Payors
7.01(b)	Existing Liens
7.02	Outstanding Indebtedness
7.03(f)	Existing Investments
7.14	Partnerships
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1	Committed Loan Notice
A-2	Committed Repayment Loan Notice
A-3	Swing Line Loan Notice
B-1	Term A Note
B-2	Term B Note
B-3	Revolving Credit Note
C	Compliance Certificate
D	Assignment and Assumption
E	Security Agreement

-v-

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Compass Bank d/b/a BBVA Compass, as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).

RECITALS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) a term loan facility in an initial aggregate principal amount of $100,000,000 and (ii) a revolving credit facility in an initial aggregate principal amount of $30,000,000, which will include sublimits for (x) the making of one or more Letters of Credit from time to time and (y) Swing Line Loans. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2019 Acquisitions” means the acquisitions contemplated by the Purchase Agreements (each individually a “2019 Acquisition”).

“2019 Fee Letter” means that certain letter agreement, dated as of April 15, 2019, by and between the Borrower, BSI and the Administrative Agent.

“Account” means any “account” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter acquired by any Loan Party.

“Account Debtor” means any Person who is obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Activities” has the meaning set forth in Section 9.02(a).

“Additional Lender” has the meaning set forth in 2.14(b).

“ADG” means ADG Acquisition Holdings, Inc., a Florida corporation.

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“Administrative Agent” means Compass Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Fee Letter” means that certain letter agreement, dated as of June 8, 2018, by and between the Borrower, BSI and the Administrative Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent’s Group” has the meaning set forth in Section 9.02(a).

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means, as the context may require in reference to all Facilities hereunder, the aggregate Commitments of all the Lenders hereunder and, in reference to any particular Facility hereunder, the aggregate Commitments of all the Lenders under such Facility.

“Agreement” means this Credit Agreement, as amended, modified or supplemented from time to time.

“Akumin FL” means Akumin FL, LLC, a Florida limited liability company and wholly-owned direct Subsidiary of the Borrower that owns and operates four Florida clinics disclosed to the Administrative Agent and the Lenders.

“Akumin FL Loans” means all of the advances and loans made by the Borrower pursuant to the Akumin FL Note.

“Akumin FL Note” means that certain Amended and Restated Grid Note dated May 11, 2018 by Akumin FL to the Borrower in a maximum aggregate amount of $5,000,000.

“Akumin FL Security Agreement” means that certain Security Agreement dated April 5, 2018 among SRA Ventures, Inc., a corporation formed under the laws of Florida, MTL Investments, LLC, a limited liability company formed under the laws of Florida, and Advanced Imaging of Port Charlotte, LLC, a limited liability company formed under the laws of Florida, in favor of the Borrower, which security agreement was assumed by Akumin FL, LLC in connection with (and as security for) the Akumin FL Note on or about May 11, 2018.

“Alaris Note” means Indebtedness of Akumin FL evidenced by a subordinated note and security agreement dated May 11, 2018 owing to Alaris USA Inc. in an aggregate principal amount not to exceed (i) $1,500,000 plus (ii) the amount of the Earnout Obligation owing to Alaris USA Inc., which Earnout Obligation shall not exceed $4,000,000, for a maximum aggregate principal amount not to exceed $5,500,000 (which maximum aggregate principal amount shall be reduced by any payment made on or prior to the First Amendment Effective Date, including the payment pursuant to Section 4.01(a)(xiii)(B)).

“Alaris/Agent Subordination Agreement” means that certain Subordination Agreement dated May 31, 2019, in form and substance satisfactory to the Administrative Agent, pursuant to which the obligations of Akumin FL to the Secured Parties as a Loan Party under the Loan Documents are subordinated to the obligations of Akumin FL to Alaris USA Inc. pursuant to the Alaris Note for so long as the Alaris Note is outstanding.

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“Alaris Subordination Agreement” means that certain Subordination Agreement dated May 11, 2018 pursuant to which the obligations of Akumin FL to Alaris USA Inc. pursuant to the Alaris Note are subordinated to the obligations of Akumin FL to the Borrower under the Akumin FL Note.

“All-In Yield” means, as to any Indebtedness, the effective all-in yield applicable thereto taking into account interest rate margins, original issue discount (“OID”), upfront fees (which shall be deemed to constitute like amounts of OID, with OID being equated to interest based on an assumed four-year weighted average life to maturity) payable in connection with the initial primary syndication thereof (if applicable) and any interest rate floor (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Rate), or otherwise, in each case as reasonably determined by the Administrative Agent; provided that OID and upfront fees shall be equated to interest rate assuming a four-year weighted average life to maturity (or, if less, the remaining weighted average life to maturity the time of its incurrence of the applicable Indebtedness); and provided further that “All-In Yield” shall not include (i) customary arrangement fees, commitment fees, structuring fees and underwriting fees for such Indebtedness or any other fees not payable generally to the lenders providing such Indebtedness (regardless of whether any such fees are paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably (or, if only one lender (or affiliated group of lenders) is providing such Indebtedness, are fees of the type not customarily shared with lenders generally).

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment under all Facilities at such time or, the percentage (carried out to the ninth decimal place), of the Aggregate Commitments under any particular Facility represented by such Lender’s Commitment under such Facility at such time. If the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Term Lender to make any Term Loans have been terminated pursuant to Section 8.02, or if the Term Commitments have expired, then the Applicable Percentage of each Term Lender in respect of the applicable Term Facility shall be determined based on the Applicable Percentage of such Term Lender in respect of such Term Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on the revised Schedule 2.01 attached to the First Amendment or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) with respect to the Term B Facility, [Percentage redacted for confidentiality reasons.] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons.] per annum for Eurodollar Rate Loans and (b) with respect to the Revolving Credit Facility and the Term A Facility, (i) from the First Amendment Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the Fiscal Quarter ending September 30, 2019, [Percentage redacted for confidentiality reasons.] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons.] per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below for the applicable Facility determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

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REVOLVING CREDIT FACILITY AND TERM A FACILITY

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate (Letters of Credit)	Base Rate	Commitment Fee
I	< 3.25:1
II	> 3.25:1 but < 3.75:1	[Percentages redacted for confidentiality reasons]
III	> 3.75:1 but < 4.25:1
IV	> 4.25:1

Any increase or decrease in the Applicable Rate with respect to the Revolving Credit Facility and the Term A Facility resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Administrative Agent, Pricing Level IV shall apply in respect of the Revolving Credit Facility and the Term A Facility as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BSI in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

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“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the 15-month period ended December 31, 2017, and the related consolidated statements of operations and cash flows for such period, including the notes thereto.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means the U.S. Bankruptcy Code of 1978, as amended.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus [Percentage redacted for confidentiality reasons.], (b) the rate of interest in effect for such day as publicly announced from time to time by Compass Bank as its “prime rate”, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%; provided that if the Base Rate at any time shall be less than 1.00%, such rate shall be deemed to be 1.00% for all purposes under this Agreement. The “prime rate” is a rate set by Compass Bank based upon various factors including Compass Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. Any change in the “prime rate” by Compass Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required under the Laws to close and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Canadian AML Acts” means applicable Canadian Law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

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“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof.

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United Nations Al-Qaida and Taliban Regulations as published by the Office of the Superintendent of Financial Institutions Canada.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding sales and trade-ins of capital medical equipment and normal replacements and maintenance which are properly charged to current operations).

“Capitalized Leases” means all leases that have been or should be, in accordance with IFRS, recorded as capitalized leases.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;

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(c) commercial paper in an aggregate amount of no more than $500,000 per issuer outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with IFRS as current assets of Holdings or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and other cash management services.

“CCP” has the meaning set forth in Section 6.27.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“C.F.R.” has the meaning specified in Section 5.25.

“Change in Law” means the occurrence, after the First Amendment Effective Date, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided, however, that for purposes of this Agreement, and notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, rules, requests, guidelines and directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canada or foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means, an event or series of events by which:

(a)

(i) at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty-five percent (35%) of the Equity Interests of Holdings entitled to vote in the election of members of the board of directors (or equivalent governing body) of Holdings on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

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(ii) at any time during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Holdings cease (other than as a result of changes resulting from corporate governance requirements applicable to the Holdings) to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(b) Holdings shall cease, directly or indirectly, to own and Control legally and beneficially all of the Equity Interests in Borrower; or

(c) Borrower or any Subsidiary of Borrower shall cease, directly or indirectly, to own and Control legally and beneficially each of the Equity Interests in its Subsidiaries or Minority Investments owned, directly or indirectly, by it as of the First Amendment Effective Date except as permitted by this Agreement.

“Closing Date” means August 15, 2018.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” means the Collateral Agent under the Security Agreement.

“Collateral Assignment of 2019 Acquisition Documents” means each Assignment of Agreement, dated as of the First Amendment Effective Date, relating to each Purchase Agreement, made by the Borrower to and for the benefit of the Administrative Agent, on behalf of and for the benefit of itself and the Lenders.

“Collateral Assignment of Acquisition Documents” means the Assignment of Agreement, dated as of the Closing Date, relating to the Rose Acquisition Agreement, made by FL Holdings to and for the benefit of the Administrative Agent, on behalf of and for the benefit of itself and the Lenders.

“Collateral Assignment of Management Services Agreements” means each Collateral Assignment of Agreements relating to a Management Services Agreement, dated as of the Closing Date, and any other collateral assignment of any Management Services Agreements entered into after the Closing Date.

“Collateral Assignment of Related Documents” means each Collateral Assignment of Agreements, dated as of the date hereof, by Borrower and FL Holdings related to the Related Documents.

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“Collateral Assignment of Akumin FL Note” means that certain Collateral Assignment of Akumin FL Note dated as of the date hereof, by Borrower in favor of the Administrative Agent related to the Akumin FL Note, the Akumin FL Security Agreement and the Alaris Subordination Agreement.

“Collateral Assignment of Transfer Restriction Agreements” means each Collateral Assignment of Agreements relating to a Transfer Restriction Agreement, dated as of the Closing Date, and any other collateral assignment of any Transfer Restriction Agreement entered into after the Closing Date.

“Collateral Documents” means, collectively, the Security Agreements, the Collateral Assignment of Management Services Agreements, Collateral Assignment of Transfer Restriction Agreements, the Collateral Assignment of Acquisition Documents, each Collateral Assignment of 2019 Acquisition Documents, Collateral Assignment of Related Documents, the Collateral Assignment of Akumin FL Note, the Pledge Agreement, any Landlord Waiver, each of the mortgages, collateral assignments, Security Agreement Supplements, intellectual property security agreements, security agreements, joinders, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collection Accounts” has the meaning set forth in Section 6.16(a)(i).

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing (including the continuation on the First Amendment Effective Date), (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1.

“Committed Repayment Loan Notice” means a notice of repayment of a Loan, which shall be substantially in the form of Exhibit A-2.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C, and in any event shall include the detail, support and documentation set forth in the last sentence of the definition of Consolidated Adjusted EBITDA.

“Concentration Account” has the meaning set forth in Section 6.16(b)(ii).

“Consolidated Adjusted EBITDA” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, in each case to the extent deducted (or not included) in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid or payable by Holdings and its Subsidiaries for such period (after giving effect to any tax credit or tax refunds for such period), (iii) depreciation and amortization expense, (iv) other non-recurring expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) other unusual or non-recurring cash expenses of Holdings and its Subsidiaries reducing such Consolidated Net Income in an aggregate amount for any four-quarter period (when combined with the additions set forth in clause (vii) below) not to exceed 15% of Consolidated Adjusted EBITDA in any four-fiscal quarter period

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(calculated before giving effect to any such add-backs pursuant to either this clause (v) or clause (vii) below), (vi) adjustments and addbacks set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national or regional standing (or any other accounting firm reasonably acceptable to the Administrative Agent) in connection with any Investment permitted hereunder and approved by the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld), (vii) in connection with any Investment permitted hereunder regarding which a quality of earnings analysis described in clause (vi) immediately above is not obtained, adjustments, addbacks, and the amount of expected synergies that are reasonably identifiable and factually supportable in an aggregate amount for any four-quarter period (when combined with the additions set forth in clause (v) above) not to exceed 15% of Consolidated Adjusted EBITDA in any four-fiscal quarter period (calculated before giving effect to any such add-backs pursuant to either this clause (vii) or clause (v) above), and (viii) additional adjustments and addbacks agreed to by the Administrative Agent and the Required Lenders; minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all noncash items increasing Consolidated Net Income for such period and (ii) for any Non-Wholly Owned Subsidiary, the Minority Interest Allocation of the earnings before interest, Taxes, depreciation and amortization (calculated in a manner consistent with this calculation of Consolidated Adjusted EBITDA other than this clause (b)(ii)) for such Person. Calculations of Consolidated Adjusted EBITDA in any Compliance Certificate shall set forth the addbacks provided in this definition in a detailed manner, and each such addback shall be reasonably supported by documentation and/or a detailed description of the scope, nature, origin and calculation thereof.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with IFRS after deducting any appropriate and adequate reserves therefor in conformity with IFRS (but excluding cash and Cash Equivalents).

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with IFRS, excluding (i) the current portion of any long term Indebtedness and (ii) other Indebtedness with a stated maturity of less than one (1) year that is outstanding at such time.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) determined for Holdings and its Subsidiaries on a consolidated basis equal to:

(a) the sum, without duplication, of the amounts for such period of:

(i) Consolidated Adjusted EBITDA, plus

(ii) the Consolidated Working Capital Adjustment, plus

(iii) Federal, state, local and foreign income tax refunds actually received in cash; minus

(b) the sum, without duplication, of the amounts for such period of:

(i) scheduled repayments of the Loans and other Indebtedness permitted by Section 7.02, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and are neither made with the proceeds of long-term indebtedness nor otherwise occur in connection with a refinancing of all or any portion of such Indebtedness; plus

(ii) unfinanced Capital Expenditures paid in cash; plus

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(iii) Consolidated Interest Charges paid in cash, plus

(iv) Federal, state, local and foreign income Taxes, including Permitted Tax Payments, paid in cash, plus

(v) to the extent added back in the definition of “Consolidated Adjusted EBITDA”, and without duplication, any one-time reasonable fees, expenses or charges incurred in connection with the Transactions, which such fees, expenses or charges are approved by the Administrative Agent, are paid in cash, are for services performed and, in each case, are invoiced within 30 days of (i) with respect to the Rose Acquisition, the Closing Date and (ii) with respect to the 2019 Acquisitions, the First Amendment Effective Date.

“Consolidated Fixed Assets” means, at any time, the aggregate amount of property of Holdings and its Subsidiaries consisting of machinery, equipment, fixtures and real estate, as set forth on the most recently delivered balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 6.01(a) or (b) or, if later, as otherwise demonstrated in a manner reasonably satisfactory to the Administrative Agent (whether by the delivery of an interim balance sheet or otherwise).

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated Adjusted EBITDA plus (ii) rentals payable under leases of real or personal, or mixed property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals) less (iii) the aggregate amount of all unfinanced Capital Expenditures made in cash during such period (other than the Minority Interest Allocation of such cash Capital Expenditures) less (iv) the aggregate amount of federal, state, local and foreign income Taxes, including (if applicable) Permitted Tax Payments, actually paid in cash during such period (net of any cash refund in respect of Taxes actually received during such period) to (b) Consolidated Fixed Charges, in each case, of or by Holdings and its Subsidiaries for the most recently completed period of four complete Fiscal Quarters ending on such date.

“Consolidated Fixed Charges” means, for any period of measurement, (i) the sum, without duplication, of (a) Consolidated Interest Charges paid in cash during such period, (b) the aggregate principal amount (or the equivalent thereto) of all Required Principal Payments and all required prepayments, repurchases, redemptions or similar acquisitions for value of other Consolidated Total Debt made during such period, (c) the aggregate amount of all Restricted Payments (excluding Permitted Tax Payments and Restricted Payments made pursuant to Section 7.06(a)) made by or on behalf of Holdings and its Subsidiaries during such period to owners of Equity Interests thereof other than to Holdings or a Subsidiary or payable solely in the common stock or other common Equity Interests of such Person, and (d) rentals payable during such period under leases of real or personal, or mixed, property by Holdings and its Subsidiaries (other than the Minority Interest Allocation of such rentals).

“Consolidated Interest Charges” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of Holdings and its Subsidiaries in connection with Consolidated Total Debt (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with IFRS and (b) the portion of rent expense of Holdings and its Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with IFRS.

“Consolidated Net Income” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, the net income of Holdings and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period in accordance with IFRS; provided that in any event (a) Consolidated

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Net Income shall exclude (without duplication) (i) any income (or loss) for such period for any Person that is not a Subsidiary except to the extent of the aggregate amount of such net income actually distributed in cash by such Person during such period to the Borrower or a Subsidiary as a dividend or other distribution and (ii) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (A) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (B) would be subject to any Taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or Taxes and (b) Consolidated Net Income shall include any cash distributions received from or on account of an Investment in a Person that is not a Subsidiary to the extent not otherwise included in calculating net income in accordance with IFRS for such period or any other period.

“Consolidated Total Debt” means, as at any date of determination, without duplication: (a) the aggregate amount of all Indebtedness of Holdings and its Subsidiaries on a consolidated basis determined in accordance with IFRS; (b) the aggregate outstanding amount, without duplication, of Attributable Indebtedness of Holdings and its Subsidiaries determined on a consolidated basis; and (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated Adjusted EBITDA for the period of the four (4) prior Fiscal Quarters ending on or most recently prior to such date.

“Consolidated Working Capital” means, as at any date of determination, the excess (or deficiency, as the case may be) of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the end of the immediately preceding period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Bid” has the meaning set forth in Section 9.09(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Retained Excess Cash Flow” means (a) as of any date of measurement prior to the date on which the mandatory prepayment from Consolidated Excess Cash Flow is required to be made pursuant to Section 2.05(b)(i) for the fiscal year ended December 31, 2020, $0 and (b) as of any date of measurement thereafter, the aggregate amount of Consolidated Excess Cash Flow for December 31, 2020 and each succeeding fiscal year that is (in each such year) not required to be used to make a mandatory prepayment pursuant to Section 2.05(b)(i) (with each fiscal year being added to Cumulative Retained Excess Cash Flow on the date that the mandatory prepayment from Consolidated Excess Cash Flow is

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required to be made pursuant to Section 2.05(b)(i) for such fiscal year). For the avoidance of doubt, the amount of Consolidated Excess Cash Flow not required to be used to make a mandatory prepayment pursuant to Section 2.05(b)(i) in any fiscal year shall be equal to 100% minus the percentage of Consolidated Excess Cash Flow applicable to such year (i.e., 50%, 25% or 0%) pursuant to Section 2.05(b)(i) times Consolidated Excess Cash Flow for such fiscal year.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means when used with respect to Obligations, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2.0% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum.

“Defaulting Lender” means, subject to Section 2.12(b), any Lender that (a) has failed to fund any portion of any Term Loans or Revolving Credit Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower, the L/C Issuer, the Swing Line Lender or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Delayed Draw Availability Period” means the period from and including the first Business Day after the First Amendment Effective Date to the earliest of (a) August 29, 2019, (b) the date of any drawing of Delayed Draw Term Loans (it being understood that any portion of the Delayed Draw Term Commitments not drawn in the single available drawing thereof shall permanently terminate and be reduced to $0 (and may not thereafter be drawn), and the Delayed Draw Availability Period will then end), (c) the termination in whole of the Delayed Draw Term Commitments pursuant to Section 2.06 or 8.02, and (d) the date on which the Obligations become due and payable pursuant to Section 8.02

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“Delayed Draw Term Commitment” means, as to each Term A Lender, the portion of its Term A Commitment with respect to its obligation to make its Delayed Draw Term Loan during the Delayed Draw Availability Period. The Delayed Draw Term Commitment of each Lender shall terminate and be reduced to $0 upon the expiration of the Delayed Draw Availability Period.

“Delayed Draw Term Loan” and “Delayed Draw Term Loans” means the Term A Loans made, if any, pursuant to Section 2.01(a)(ii). For the avoidance of doubt, after the expiration of the Delayed Draw Availability Period, the Initial Term A Loans and the Delayed Draw Term Loans (if any) shall all constitute Term A Loans hereunder, without differentiation.

“Delayed Draw Ticking Fee” has the meaning assigned thereto in Section 2.09(b).

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“Earnout Obligations” means, in connection with the earn-out obligations under the Alaris Note, any 2019 Acquisition or any Permitted Acquisition, the contingent obligation of Holdings, the Borrower or any Subsidiary to make payments after the closing date thereof that is structured as an earnout or similar contingent payment or arrangement in a customary manner.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required under Section 10.06(c)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Holdings, any of Holdings’ Affiliates or Subsidiaries, Minority Investments or any Professional Services Affiliate.

“Environmental Laws” means any and all Federal, state, provincial, territorial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries or Minority Investments directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock or convertible debentures of (or other ownership or profit interests in) such Person, all of the warrants, options, convertible debentures or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities (including convertible debentures) convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights, convertible debentures or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, together with all voting, management and other rights pertaining to any of the foregoing.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by the United States Department of Labor, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan; (b) the failure with respect to any Pension Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (e) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA as a result of the termination of any Pension Plan; (f) (i) the receipt by any Loan Party or any ERISA Affiliate from the PBGC of a notice of determination that the PBGC intends to seek termination of any Pension Plan or to have a trustee appointed for any Pension Plan, or (ii) the filing by any Loan Party or any ERISA Affiliate of a notice of intent to terminate any Pension Plan under Section 4041(c) of ERISA; (g) the incurrence by any Loan Party or any ERISA Affiliate of any liability (i) with respect to a Pension Plan pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,

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or is expected to be, in endangered status or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent, within the meaning of Title IV of ERISA; (i) the failure of any Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (j) the imposition of any lien on any right, property or asset pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions of the Code or to Section 436(f) of the Code or to Sections 412 and 430 of the Code; (k) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, in connection with any Plan; (l) the receipt from the Internal Revenue Service of notice of the failure of any Plan to qualify under Section 401(a) of the Code, or notice of the failure of any trust forming part of any Plan to qualify for exemption from taxation under Section 501(a) of the Code; (m) the failure of any Plan to be in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; or (n) the occurrence of a non-exempt “prohibited transaction” with respect to which any Loan Party or any ERISA Affiliate is a “disqualified person” or a “party in interest” (within the meaning of Section 4975 of the Code or Section 406 of ERISA, respectively) or which is reasonably be expected to result in a material liability to any Loan Party or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) the London Interbank Offered Rate, as determined by ICE Benchmark Administration Limited (ICE) (or any successor or substitute therefor) for Dollar deposits for such Interest Period as obtained by the Administrative Agent from Reuter’s, Bloomberg or another commercially available source as may be designated by the Administrative Agent from time to time (“LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum obtained by dividing (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage;

provided that to the extent a successor or substitute rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to, the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. Notwithstanding the foregoing, if the Eurodollar Rate (as used for any purpose) shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement. “Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” means any of the events described in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” means (a) any deposit account that is a zero balance account, (b) any deposit account so long as the average daily balance in such deposit account, together with the average daily balance of all such other deposit accounts excluded pursuant to clause (b) of this definition at any

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time, does not exceed $500,000, (c) any deposit account or securities account that is solely used for the holding of (i) funds used for payroll and payroll Taxes and other employee benefit payments to or for the benefit of a Loan Party’s employees, (ii) Taxes required to be collected, remitted or withheld (including federal, state or provincial withholding Taxes (including the employer’s share thereof)), and (iii) funds which any Loan Party holds in trust or as an escrow or fiduciary for another Person that is not a Loan Party, and (d) accounts with respect to which the Borrower is not able to secure a control agreement after utilization of commercially reasonable efforts (as agreed by the Administrative Agent), but only so long as with respect to any account described in this clause (d) the Borrower causes the amounts in such account to be swept into an account that is not an Excluded Account reasonably promptly (not to exceed five Business Days) after any deposit in any such account.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) as the result of any other present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed by the United States, (c) any United States Federal withholding Taxes imposed under FATCA, (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Sections 3.01(a) or (b) and (e) any withholding tax that is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(g).

“Existing CIA” means, collectively, that certain Corporate Integrity Agreement dated effective June 29, 2016, by and between Preferred Imaging Centers, LLC (a predecessor to Akumin Imaging Texas, LLC) and the Office of Inspector General of the United States Department of Health and Human Services, as such agreement may be amended, modified or supplemented, and that certain Corporate Integrity Agreement dated effective December 23, 2015 by and between Office of Inspector General of the United States Department of Health and Human Services and Rose Radiology Centers, Inc. and Manuel S. Rose, M.D., as such agreement may be amended, modified or supplemented.

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“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, funds received pursuant to the indemnification provisions of the Rose Acquisition Agreement, or any funds received for whatever purposes under the Related Documents, tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility” means the Term A Facility, Term B Facility or the Revolving Credit Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be a rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) approximating such rate as determined by the Administrative Agent.

“Fee Letters” means the Administrative Agent Fee Letter, the 2019 Fee Letter and any other fee letter entered into between the Borrower and any Secured Party.

“Financial Model” has the meaning set forth in Section 4.01(a).

“First Amendment” means that certain First Amendment to Loan Documents dated as of the First Amendment Effective Date, among Holdings, the Borrower, the Administrative Agent, and the Lenders party thereto.

“First Amendment Effective Date” has the meaning set forth in Section 4.01. The First Amendment Effective Date occurred on May 31, 2019.

“Fiscal Quarter” means a fiscal quarter ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31st.

“FL Holdings” means Akumin Florida Holdings, LLC (f/k/a Tri-State Imaging FL Holdings, LLC), a Florida limited liability company and a Subsidiary of the Borrower.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, including any special purpose vehicle that issues (or intends to issue) notes or other securities in a collateralized loan transaction or collateralized debt transaction.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied.

“Government Collections Accounts” has the meaning set forth in Section 6.16(b)(i).

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(j).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings and its Material Subsidiaries (other than the Borrower) and Professional Services Affiliates listed on Schedule 1.01, and each other Person that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means each of the Parent Guaranty and the Subsidiary Guaranty.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Healthcare Laws” means all federal, state, provincial and territorial Laws relating to the regulation, provision or administration of, or payment for, healthcare products or services, including, but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), the Stark Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C. Section 1071 et seq.), Sections 1320a-7 and 1320 a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (ii) the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”, as amended by the HITECH Act), (Pub. L. No. 104-191) and the regulations promulgated thereunder; (iii) Medicare, and the regulations promulgated thereunder; (iv) Medicaid, and the regulations promulgated thereunder; (v) the Canada Health Act, the Food and Drugs Act (Canada) and the Controlled Drugs and Substances Act (Canada) and the regulations promulgated thereunder; (vi) quality and safety laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (vii) licensure laws relating to the regulation, provision or administration of, or payment for, healthcare products or services; (viii) state, provincial and territorial workers compensation laws; (ix) telemedicine laws; (x) other laws and regulations regarding confidentiality, security, or privacy (including state data breach laws) related to protected health information and other sensitive health information; and (xi) any and all other applicable healthcare laws or regulations, including those related to the corporate practice of medicine restrictions or prohibitions, or fee-splitting, as each of (i) through (xi) as may be amended from time to time.

“Hedge Agreement” means a Swap Contract permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

“HIPAA” has the meaning provided in the definition of Healthcare Laws.

“HIPAA Rule” has the meaning specified in Section 5.25.

“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act.

“Holdings” has the meaning set forth in the Preamble hereto.

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“Increase Effective Date” has the meaning specified in Section 2.14(c).

“Incremental Increase” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and not past due for more than sixty (60) days after the date on which each such trade payable or account payable was created and (ii) any Earnout Obligations until such time as they are earned and recorded as a liability on a consolidated balance sheet of such Person prepared in accordance with IFRS);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Initial Term A Loan” and “Initial Term A Loans” means the Term A Loans made (or continued, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Initial Term A Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) on the First Amendment Effective Date pursuant to Section 2.01(a)(i). For the avoidance of doubt, after the expiration of the Delayed Draw Availability Period, the Initial Term A Loans and the Delayed Draw Term Loans (if any) shall all constitute Term A Loans hereunder, without differentiation.

“Initial Term A Loan Commitment” means, as to each Term A Lender, the portion of its Term A Commitment with respect to its obligation to make (or continue, as applicable) Initial Term A Loans on the First Amendment Effective Date. The Initial Term A Loan Commitment of each Lender shall terminate and be reduced to $0 upon the funding of the Initial Term A Loans on the First Amendment Effective Date.

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“Interest Payment Date” means: (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the first Business Day of each calendar month and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d) the first Interest Period shall end on the last Business Day of the calendar month in which the First Amendment Effective Date occurs.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

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“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means, with respect to a particular Letter of Credit, (a) BBVA in its capacity as issuer of such Letter of Credit, or any successor issuer thereof, or (b) any Lender selected by the Borrower (with the prior consent of the Administrative Agent, which shall not be unreasonably withheld) to replace a Lender who is a Defaulting Lender at the time of such Lender’s appointment as an L/C Issuer (provided that no Lender shall be required to become an L/C Issuer pursuant to this subclause (b) without such Lender’s consent), or any successor issuer thereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Landlord Waiver” means each landlord waiver delivered to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

“Laws” means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Arranger” means BSI in its capacity as lead arranger hereunder.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lender Counterparty” means any Lender or Affiliate of a Lender party to a Hedge Agreement or Cash Management Agreement.

“Lending Office” means, as to any Lender, initially the office or offices of such Lender designated as such on the signature page of such Lender or in the Assignment and Assumption by which it became a party to this Agreement, and thereafter, such other office of such Lender or such Eligible Assignee as may be designated in writing to the Administrative Agent and the Borrower by such Lender or Eligible Assignee.

“Letter of Credit” means any standby letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by any L/C Issuer.

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“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

“LIBOR Reserve Percentage” means, for any day, the percentage, as determined in good faith by the Administrative Agent, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurodollar funding (currently referred to as “Eurocurrency liabilities”) of a member bank in such system.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), hypothec, charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any Permitted Acquisition financed in whole or in part with a substantially concurrent incurrence of Incremental Term Loans or Term Loan Increases, but the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement (including the First Amendment), the Notes, the Guaranty, the Collateral Documents, the Fee Letters, the Alaris/Agent Subordination Agreement and each other document or agreement entered into in connection with the transactions contemplated hereby.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Loan Party Claims” has the meaning specified in Section 5.27(d).

“Management Services Agreements” means an agreement, however styled, between (a) the Borrower or Guarantor, on the one hand, and (b) a PC Entity, on the other hand, pursuant to which the Borrower or such Guarantor provides management services or similar services to such PC Entity. For purposes of this Agreement, all references to Management Services Agreements shall also include all such related documents necessary to ensure that each relationship with each PC Entity meets the PC Entity Requirements.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates taken as a whole; (b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

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“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any one year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“Material Payor” has the meaning specified in Section 5.28.

“Material Subsidiary” means any Subsidiary of the Borrower that (a) is organized under the laws of the United States or Canada or any political subdivision thereof and (b) in the case of a non-wholly-owned Subsidiary, is not prohibited by its Organizational Documents from granting a security interest in its assets or providing a guaranty (so long as such prohibition is not entered into in contemplation of or in connection with such Person becoming a Subsidiary); provided that if at any time there are Subsidiaries which are not classified as “Material Subsidiaries” but which collectively either (x) generate more than 5% of Consolidated Adjusted EBITDA or (y) have tangible assets (including Equity Interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis, then the Borrower shall promptly designate, or cause to be designated, one or more of such Subsidiaries as Material Subsidiaries and cause any such Subsidiaries to comply with the provisions of Section 6.12 such that, after such Subsidiaries become Guarantors hereunder, the Subsidiaries that are not Guarantors shall (A) generate less than 5% of Consolidated Adjusted EBITDA and (B) have tangible assets of less than 5% of the total tangible assets of Holdings and its Subsidiaries on a consolidated basis. The Material Subsidiaries as of the First Amendment Effective Date are specifically disclosed on Schedule 1.01 hereto.

“Maturity Date” means the Revolving Credit Facility Termination Date or the Term Loan Maturity Date, as applicable.

“Maximum Rate” has the meaning specified in Section 10.09.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

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“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(ii) or (a)(v), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Minority Interest Allocation” means, with respect to any measurement hereunder related to any Non-Wholly Owned Subsidiary, the portion of such amount that is allocable (based on the percentage of Equity Interests held in such Non-Wholly Owned Subsidiary) to Persons other than Holdings or any of its Subsidiaries.

“Minority Investment” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity which (1) is not a Subsidiary of such Person but of which any shares of securities or other interests are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person, (2) is Controlled by such Person, and (3) provides diagnostic imaging services or other services substantially similar to the principal lines of business of the Borrower and its Subsidiaries. Unless otherwise specified, all references herein to a “Minority Investment” or to “Minority Investments” shall refer to a Minority Investment or Minority Investments of the Borrower.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” “Multiemployer Plan” means an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by Holdings or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of Holdings or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by Holdings or such Subsidiary in connection with such transaction and (C) income Taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; and

(b) with respect to the sale or issuance of any Equity Interest by Holdings or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by Holdings or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by Holdings or such Subsidiary in connection therewith.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

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“Non-Wholly Owned Subsidiary” means any Person regarding which Holdings or any Subsidiary of Holdings owns less than 100% of the Equity Interests and which Person is consolidated with Holdings and its Subsidiaries under IFRS.

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, Hedge Agreement or Secured Cash Management Agreement or otherwise with respect to any Loan, Hedge Agreement or Secured Cash Management Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document, (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party and (c) the obligation to pay for early termination of any Hedge Agreements. Notwithstanding any other provision of any Loan Document, the Obligations of any Guarantor shall not include any Excluded Swap Obligations solely of such Guarantor.

“OFAC” has the meaning specified in Section 5.30(a).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)) or which are Excluded Taxes.

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“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Parent Guaranty” means that certain parent guaranty dated as of the Closing Date and entered into by Holdings and Akumin Holdings Corp., in favor of the Secured Parties.

“Participant” has the meaning specified in Section 10.06(e).

“Participant Register” has the meaning specified in Section 10.06(d).

“Payor” shall mean any insurer (including Affiliates of such insurers), third party administrator, employer, union trust, federal, state, provincial or territorial governmental program (including but not limited to any Third Party Payor Program) or other similar consumer of health care services that has authorized any of the Loan Parties to serve as a provider of health care services to the Payor’s members, beneficiaries, participants or the like.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“PC Entity” means any Person (other than a natural Person), including any professional corporation, professional association, limited liability company or limited partnership, providing medical, healthcare or related professional services, to the extent any applicable requirement of Law provides that the ownership of such Person shall be limited to appropriately licensed professionals (natural persons or professional corporations or similar entities which are wholly-owned by natural persons) who are duly licensed or otherwise legally authorized to render the specific professional services for which the Person is organized.

“PC Entity Requirements” means receipt and satisfactory review by the Administrative Agent of the following related to a PC Entity: (i) ownership structure; (ii) an executed management or administrative services agreement and related agreements, which terms shall include, but not be limited to, acceptable term and termination provisions, prohibitions on assignment by the PC Entity with no restrictions on assignment by the Borrower, purchase provisions allowing the Borrower (or other nominee designated by the Borrower) to buy all assets or equity of the PC Entity at a nominal price and a requirement that the PC Entity enter into cash management arrangements providing its PC Entity full dominion over such cash in a manner satisfactory to the Administrative Agent, including sweep agreements, (iii) stock transfer restriction agreements, (iv) non-compete and non-solicit agreements with the primary physician employees and physician owners of the PC Entity responsible for providing all or substantially all of such PC Entity’s professional services, including Holdings, which non-compete and non-solicit agreements shall be in force during the term of each such party’s relationship with the PC Entity and for a period of not less than 24 months following termination of such Person’s relationship with the PC Entity for any reason and (v) such other items that may be required by the Administrative Agent in connection with a PC Entity unless such items do not comply with applicable Laws in the reasonable opinion of health care regulatory counsel for the Borrower.

“Pension Plan” means an employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is sponsored by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is obligated to make contributions or has any material liability.

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“Permitted Acquisition” means any non-hostile Acquisition that meets all of the following requirements:

(a) no less than ten (10) Business Days prior to the proposed closing date of such Acquisition (or such later date as may be approved by the Administrative Agent), the Borrower shall have delivered written notice of such Acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such Acquisition;

(b) the board of directors or other similar governing body of the Person to be acquired or whose assets or division or other relevant business are to be acquired) shall have approved such Acquisition (and, if requested, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, of such approval);

(c) the Person or business to be acquired, or the relevant assets and their use, shall be in a line of business consistent with the business of the Borrower and its Subsidiaries as conducted immediately prior to such Acquisition, and shall not violate Section 7.07;

(d) if such Acquisition is a merger or consolidation, then (i) if the Borrower or a Guarantor is a party thereto, the surviving Person shall be the Borrower or such Guarantor (or such surviving Person shall, in the case of a merger with a Guarantor, become a Guarantor and otherwise comply with the ensuing clause (e)), (ii) if a Subsidiary that is not a Guarantor is a party thereto, unless the surviving Person becomes a Subsidiary Guarantor and complies with the requirements of the ensuing clause (e), such Acquisition and the ensuing Investment shall satisfy, and shall be made within the limits and conditions of, Section 7.03(k) and (iii) no Change of Control shall have been effected thereby;

(e) to the extent applicable, all documents required to be delivered and other actions required to be taken with respect to such acquired Person and assets pursuant to Section 6.12 shall have been or will be delivered and taken in accordance with such Section 6.12 within the time periods prescribed therein;

(f) Holdings is in compliance, on a pro forma basis (based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto and to all other pro forma adjustments, including any incurrence or repayment of Indebtedness) as of the closing date of the Acquisition, with (i) the Consolidated Fixed Charge Coverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Acquisition is consummated pursuant to Section 7.20(b) and (ii) a Consolidated Total Leverage Ratio not greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 below the Consolidated Total Leverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Acquisition is consummated pursuant to Section 7.20(a); provided that if such Acquisition is a Limited Condition Acquisition, then at the request of the Borrower and if approved by the Lenders providing such Incremental Term Loan or Term Loan Increase and the Administrative Agent, this condition may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Acquisition (with the required financial covenant levels determined by the quarter in which the Limited Condition Acquisition is anticipated to be consummated), subject to the provisions of Section 2.14(d)(i)(C);

(g) if the total consideration for any such Acquisition (or series of related Acquisitions) exceeds $10,000,000 (excluding the value of any post-closing earn-out or other contingent consideration), then (i) no later than five (5) Business Days prior to the proposed closing date of such Acquisition (or such shorter period as may be agreed to by the Administrative Agent)

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the Borrower, to the extent requested by the Administrative Agent or Required Lenders, (A) shall have delivered to the Administrative Agent promptly upon the finalization thereof copies of substantially final documentation related to such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (B) shall have delivered to, or made available for inspection by, the Administrative Agent substantially complete diligence information with respect to the target Person or assets of such Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, (C) shall have delivered to the Administrative Agent a Compliance Certificate for the most recent Fiscal Quarter end preceding such Acquisition for which financial statements have been (or are required to have been) delivered demonstrating, in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, compliance with clause (f) above, and (D) shall have delivered to the Administrative Agent a quality of earnings report prepared by an accounting firm mutually agreed upon by the Borrower and Administrative Agent, which shall be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders, and (ii) prior to the consummation of such Acquisition, the Borrower shall have delivered to the Administrative Agent (A) a certificate of a Responsible Officer certifying that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation of such purchase or other Acquisition and (B) such other documents and other information as may be reasonably requested by the Administrative Agent in connection with such purchase or other Acquisition;

(h) no Default shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith; provided that if such Acquisition is a Limited Condition Acquisition financed with proceeds of a substantially concurrent Incremental Term Loan or Term Loan Increase, this subsection (h) shall be satisfied upon satisfaction of Section 2.14(d)(i)(B);

(i) the Borrower shall demonstrate, in form and substance reasonably satisfactory to the Administrative Agent, that the entity to be acquired had positive Consolidated Adjusted EBITDA for the four (4) Fiscal Quarter period ended immediately prior to the proposed closing date of such Acquisition; and

(j) after giving effect to the Acquisition, at least $10,000,000 in availability shall exist under the Revolving Credit Facility; provided that for purposes of this clause (j), the amount of unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on hand at such time and subject to a control agreement in favor of the Administrative Agent shall be included in the calculation of such availability.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; and (c) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA.

“Permitted Tax Payments” means Restricted Payments made pursuant to Section 7.06(f).

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or to which any Loan Party has any liability, contingent or otherwise, or with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Pledge Agreement” means (i) that certain pledge agreement dated as of the date hereof by Dr. Thomas Fix in favor of the Administrative Agent, as the same may be amended from time to time, and (ii) each other pledge agreement entered into in favor of the Administrative Agent relating to the ownership of a Professional Services Affiliate, any Subsidiary or any Minority Investment.

“Pledged Debt” has the meaning specified in Section 1(d)(iv) of the Security Agreements.

“PPSA” has the meaning specified in the applicable Security Agreement.

“Process Agent” has the meaning set forth in Section 10.14(d).

“Professional Services Affiliate” means any PC Entity that has entered into a Management Services Agreement with the Borrower or one of its Subsidiaries or Minority Investments. For the avoidance of doubt, any Professional Services Affiliate of a Subsidiary of the Borrower shall be a Professional Services Affiliate of the Borrower.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Agreements” means, collectively, (i) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of ADG from the “Sellers” identified therein (the “ADG Purchase Agreement”), (ii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of TIC from the “Sellers” identified therein (the “TIC Purchase Agreement”), and (iii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of SFL from the “Sellers” identified therein (the “SFL Purchase Agreement”).

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

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“Register” has the meaning specified in Section 10.06(d).

“Related Documents” means (a) the Rose Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith and (b) each Purchase Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Related Transactions” means those transactions contemplated by the Related Documents.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Repricing Transaction” has the meaning specified in Section 2.05(c).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Lenders that are not Affiliates, Required Lenders shall include at least two Lenders that are not Affiliates.

“Required Revolving Lenders” means, at any time, Revolving Credit Lenders holding more than 50% of the sum of (a) the aggregate Revolving Credit Exposure (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that (i) the unused Revolving Credit Commitment of, and the portion of the aggregate Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Revolving Lenders that are not Affiliates, Required Revolving Lenders shall include at least two Revolving Lenders that are not Affiliates.

“Required Term A Lenders” means, at any time, Term A Lenders holding more than 50% of the sum of (a) the aggregate outstanding Term A Loans and (b) the aggregate unused Delayed Draw Term Commitment; provided that (i) the unused Delayed Draw Term Commitment of, and the portion of

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the aggregate outstanding Term A Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders and (ii) at any time there are two or more Term A Lenders that are not Affiliates, Required Term A Lenders shall include at least two Term A Lenders that are not Affiliates.

“Required Principal Payments” means the sum of all regularly scheduled principal payments of outstanding Loans made during such period.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries or Minority Investments, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment;; provided that Restricted Payments shall not include any payments made with respect to Earnout Obligations.

“Revolving Availability Period” means the period from and including the First Amendment Effective Date to the Revolving Credit Facility Termination Date.

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitment on the First Amendment Effective Date shall be $50,000,000.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Facility Termination Date” means the earliest of (a) May 31, 2024, (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.06 or 8.02, and (c) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Revolving Credit Increase” has the meaning specified in Section 2.14(a).

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“Revolving Credit Increase Lender” has the meaning specified in Section 2.14(d)(ii).

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit B-3 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender or Swing Line Loans, as the case may be.

“Rollover Equity Contribution” means the contribution by the Sellers to Holdings or the Borrower, in the form of rollover equity, of an amount not less than $25 million (subject to rounding for whole shares), which Rollover Equity Contribution shall be in the form of common equity of the Targets (exchanged for common equity of Holdings).

“Rose Acquisition” means the acquisition of Rose Radiology Centers, Inc. contemplated by the Rose Acquisition Agreement.

“Rose Acquisition Agreement” means that certain Share Purchase Agreement, dated as of July 31, 2018 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which Dr. Thomas Fix acquired, directly or indirectly, all of the issued and outstanding capital stock of Rose Radiology Centers, Inc. from Dr. Manuel Rose, as the benefits of such Share Purchase Agreement were assigned by Dr. Thomas Fix to FL Holdings upon closing of the Rose Acquisition.

“RVU” means relative value unit.

“S&P” means Standard & Poor’s Ratings Group, Inc., and any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions.

“Sanctions” has the meaning specified in Section 5.30(a).

“SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time.

“Secured Cash Management Agreement” means a Cash Management Agreement permitted hereunder entered into with a person that is a Lender or a Lender Counterparty at the time entered into and as to which written notice is provided to the Administrative Agent.

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“Secured Obligations” has the meaning specified in Section 2 of the Security Agreements.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreements” means, collectively, that certain Security Agreement, dated as of the date hereof by the Loan Parties in favor of the Administrative Agent, and, that certain Canadian Security Agreement, dated as of the date hereof by Holdings in favor of the Administrative Agent.

“Security Agreement Supplement” has the meaning specified in Section 24(b) of the Security Agreements.

“Sellers” means the “Sellers” as defined in the Purchase Agreements.

“Senior Officer” means any Person holding any of the following offices of the Borrower: chief executive officer, president or chief financial officer.

“SFL” means SFL Radiology Holdings, LLC, a Florida limited liability company.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(j).

“Specified Purchase Agreement Representations” means such of the representations and warranties made by the Targets and/or the Sellers (as defined in the Purchase Agreements), or any of their respective subsidiaries or affiliates, with respect to each Target and its subsidiaries and affiliates in the applicable Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower, as “Purchaser” under the applicable Purchase Agreement, or its applicable affiliates have the right to terminate its and/or their obligations under such Purchase Agreement, or to decline to consummate the applicable 2019 Acquisition pursuant to such Purchase Agreement, as a result of a breach of such representation in such Purchase Agreement, determined without regard to whether any notice is required to be delivered by the Borrower, the Targets or any of Borrower’s applicable affiliates party to such Purchase Agreement.

“Specified Representations” means those representations and warranties made by the Holdings and the Borrower in Section 5.01(a), Section 5.01(b)(ii), Section 5.01(c) (as it relates to the entering into and performance of the Loan Documents), Section 5.02, Section 5.03 (but only with respect to no conflicts with or consents under the Loan Parties’ Organization Documents and any applicable Law), Section 5.04, Section 5.15, Section 5.18, Section 5.20, Section 5.30, Section 5.31 and Section 5.33.

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“Subject Acquisition” means the Acquisition by the Borrower (directly or indirectly) of all of the assets or Equity Interests of an entity previously disclosed to the Administrative Agent, which such Subject Acquisition shall be required to constitute a Permitted Acquisition (and meet the requirements therefor) in order to be consummated.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than a guarantor party to the Parent Guaranty.

“Subsidiary Guaranty” means that certain subsidiary guaranty dated as of the Closing Date and entered into by each Subsidiary Guarantor, in favor of the Secured Parties.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means BBVA Compass in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

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“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit A-3 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with IFRS.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including, without limitation, Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person or any of its Subsidiaries, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Targets” means, collectively, ADG, SFL and TIC.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest (including backup withholdings), additions to tax or penalties applicable thereto.

“Term A Commitment” means, as to each Term A Lender, its obligation to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, as Initial Term A Loans hereunder (to the extent provided in the First Amendment)) Initial Term A Loans to the Borrower on the First Amendment Effective Date, Delayed Draw Term Loans during the Delayed Draw Availability Period, and any increased Term A Commitments pursuant to Section 2.14. The amount of each Lender’s Term A Commitment (with respect to the Initial Term A Loans and the Delayed Draw Term Loans) as of the First Amendment Effective Date is as set forth on Schedule 2.01 attached to the First Amendment (such Term A Commitment being divided on such Schedule 2.01 between the “Initial Term A Loan Commitment” and the “Delayed Draw Term Commitment”, but which shall constitute one single Term A Commitment as of the First Amendment Effective Date); and the amount of each Lender’s other Term A Commitments may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term A Commitments (including both Initial Term A Loan Commitments and Delayed Draw Term Commitments) on the First Amendment Effective Date is $66,000,000 (of which $16,000,000 will constitute the aggregate Delayed Draw Term Commitments).

“Term A Facility” means, at any time, the aggregate Term A Commitments and Term A Loans, as applicable, of all Lenders at such time.

“Term A Lender” means, at any time, any Lender that has a Term A Commitment or a Term A Loan, as applicable, at such time.

“Term A Loan” means (i) the Initial Term A Loans, (ii) the Delayed Draw Term Loans (if any) and (iii) any new Term A Loans funded pursuant to Section 2.14.

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“Term B Commitment” means, as to each Term B Lender, its obligation to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, as Term B Loans hereunder (to the extent provided in the First Amendment)) Term B Loans to the Borrower on the First Amendment Effective Date, and any increased Term B Commitments pursuant to Section 2.14. The amount of each Lender’s Term B Commitment as of the First Amendment Effective Date is as set forth on Schedule 2.01 attached to the First Amendment; and the amount of each Lender’s other Term B Commitments may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term B Commitments on the First Amendment Effective Date is $266,000,000.

“Term B Facility” means, at any time, the aggregate Term B Commitments and Term B Loans, as applicable, of all Lenders at such time.

“Term B Lender” means, at any time, any Lender that has a Term B Commitment or a Term B Loan, as applicable, at such time.

“Term B Loans” means (i) the term loans made (or continued, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Term B Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) on the First Amendment Effective Date pursuant to Section 2.01(a)(iii) and (ii) any new Term B Loans funded pursuant to Section 2.14.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans (whether Term A Loans or Term B Loans) of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Lender, its Term A Commitment or Term B Commitment, or both, as the context may indicate.

“Term Facility” means the Term A Facility or the Term B Facility, or both, as the context may indicate.

“Term Lender” means a Term A Lender or a Term B Lender, or both, as the context may indicate.

“Term Loans” means the Term A Loans or the Term B Loans, or both, as the context may indicate.

“Term Loan Increase” has the meaning set forth in Section 2.14(a).

“Term Loan Maturity Date” means the earliest of (a) May 31, 2024 and (b) the date on which the Obligations become due and payable pursuant to Section 8.02.

“Term Note” means a promissory note of the Borrower payable to the order of any Term Lender, in substantially the form of Exhibit B-1 (with respect to the Term A Facility) or Exhibit B-2 (with respect to the Term B Facility) hereto, evidencing the aggregate indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Termination Date” means the first date upon which each of the following shall have occurred: (a) all Obligations (other than contingent unmatured indemnification obligations) hereunder or under the Loan Documents shall have been indefeasibly paid in full in cash; and (b) all Commitments shall have expired or been terminated.

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“Third Party Payor” means Medicare, Medicaid or any private insurance company, health maintenance organization, preferred provider organization, alternative delivery system, managed care system, government contracting agency or other similar entity that is obligated to make payments on behalf of any Account Debtor of any Person.

“Third Party Payor Programs” means all third party payor programs (including, without limitation, Medicare, Medicaid, TRICARE, or any other federal or state health care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or any other private insurance program).

“Threshold Amount” means $500,000.

“TIC” means TIC Acquisition Holdings, LLC, a Florida limited liability company.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Transactions” means the Related Transactions and the transactions contemplated by the Loan Documents.

“Transfer Restriction Agreement” means each transfer restriction agreement among the Borrower, the relevant PC Entity and each equity holder of the relevant PC Entity party thereto.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” has the meaning specified in the applicable Security Agreement.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“Valuation Report” has the meaning set forth in Section 6.20(b).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower, any Loan Party, and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the most recent Audited Financial Statements delivered pursuant to this Agreement, except as otherwise specifically prescribed herein. The Borrower in its discretion may notify the Administrative Agent at any time that it has elected to use GAAP in lieu of IFRS and, after the Borrower provides (x) such notice and (y) financial statements computed in accordance with GAAP for the two most recently ended four-quarter periods and quarter ends (along with the computation of the financial maintenance covenants in accordance with GAAP as of the last day of each such prior two fiscal quarters) along with comparative statements showing the differences between GAAP and IFRS for such periods and such financial covenants, then references herein to IFRS shall thereafter be construed to mean GAAP as in effect from time to time; provided that, to the extent such election would affect any financial ratio or other financial calculation set forth in this Agreement, (i) to the extent not otherwise demonstrated by the financial statements and calculations delivered in connection with such notice, the Borrower shall provide to the

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Administrative Agent financial statements and other documents reasonably requested by the Administrative Agent or any Lender setting forth a reconciliation with respect to such ratio or requirement made before and after giving effect to such election and (ii) if the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith to amend such ratio to preserve the original intent thereof in light of such change (provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with IFRS and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made under GAAP and under IFRS).

(b) Changes in IFRS. If at any time any after the First Amendment Effective Date any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS.

(c) Leases. Notwithstanding anything in the foregoing, all leases of Holdings and its subsidiaries (whether of real or personal property) that are not or would not have been characterized as Capitalized Leases in accordance with IFRS immediately prior to the Closing Date (whether or not such leases were in effect on such date) shall not be accounted for as Capitalized Leases for purposes of this Agreement regardless of any change in IFRS following the Closing Date that would otherwise require such leases to be recharacterized as Capitalized Leases.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06 Certain Calculations. For the purposes of calculating the financial covenants in Section 7.20 hereof, all calculations shall be made based on the face value of the relevant Obligation and not at any discounted value (notwithstanding any accounting or other rule to the contrary).

1.07 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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1.08 Limited Condition Acquisitions and Financial Covenants. If at any time the Borrower has made an election with respect to any Limited Condition Acquisition, pursuant to Section 2.14(d)(i)(B), to test a financial ratio test or condition at the time of the execution and delivery of the definitive agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Consolidated Total Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 7.20) following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such requisite financial covenant levels shall be required to be satisfied both (x) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein (including Section 4.03 for Delayed Draw Term Loans) (i) each Term A Lender with an Initial Term A Loan Commitment severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Initial Term A Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Initial Term A Loans in Dollars to the Borrower on the First Amendment Effective Date in an amount not to exceed the Initial Term A Loan Commitment of such Term Lender, (ii) each Term A Lender with a Delayed Draw Term Commitment severally agrees to make Delayed Draw Term Loans to the Borrower in a single Borrowing during the Delayed Draw Availability Period in an aggregate amount not to exceed the Delayed Draw Term Commitment of such Lender and (iii) each Term B Lender with a Term B Commitment on the First Amendment Effective Date severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Term B Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Term B Loans in Dollars to the Borrower on the First Amendment Effective Date in an amount not to exceed the initial Term B Loan Commitment of such Term B Lender. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Revolving Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility (or, until such time as the Administrative Agent has received satisfactory evidence that the Alaris Note has been paid in full and terminated and the Alaris/Agent Subordination Agreement has been terminated, an amount that is $4,000,000 less than the Revolving Credit Facility at such time), and (ii) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

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2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing (including on the First Amendment Effective Date), conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a Term Borrowing (and whether of Term A Loans or Term B Loans), a conversion of Term A Loans, Term B Loans or Revolving Credit Loans from one Type to another, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans, Term B Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the Revolving Credit Loans or Delayed Draw Term Loan Advance, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Revolving Credit Borrowing or Delayed Draw Term Loan Advance, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

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(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in BBVA’s prime commercial lending rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the First Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Administrative Agent has approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date (it being agreed that following the Letter of Credit Expiration Date, any outstanding Letter of Credit would be required to be Cash Collateralized by the Borrower on terms and pursuant to arrangements reasonably satisfactory to L/C Issuer).

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(iii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

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(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C

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Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

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(ii) If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by an L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by an L/C Issuer which does not in fact materially prejudice the Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by any L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by an L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

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The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall have no responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, Participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

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(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage with respect to the Revolving Credit Facility a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate equal to 0.25% of each issued Letter of Credit, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Reporting of Letter of Credit Information. If at any time any Lender other than the Person serving as the Administrative Agent is the L/C Issuer, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that an L/C Credit Extension occurs with respect to any Letter of Credit, and (iv) upon the request of the Administrative Agent, the L/C Issuer shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by the L/C Issuer) with respect to each Letter of Credit issued by the L/C Issuer that is outstanding hereunder. No failure on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(k) shall limit the obligation of the Borrower or any applicable Lender hereunder with respect to its reimbursement and participation obligations, respectively, pursuant to this Section 2.03.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit

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Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line

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Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent (such notice to be in the form of a Committed Repayment Loan Notice), at any time or from time to time voluntarily prepay Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Unless a Default has occurred, each prepayment of the outstanding Term A Loans or Term B Loans pursuant to and in accordance with this Section 2.05(a) shall be applied as directed by the Borrower, otherwise such prepayment shall be applied to the principal repayment installments of the applicable Term Facility in inverse order of maturity. Each prepayment under this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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(b) Mandatory.

(i) Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(b), beginning with the Fiscal Year ending December 31, 2020, the Borrower shall prepay (such prepayments to be applied as set forth in clauses (vi) and (vii) below) an aggregate principal amount of Loans equal to (A) 50% of Consolidated Excess Cash Flow for such Fiscal Year less (B) the aggregate principal amount of Term Loans and Incremental Term Loans prepaid (to the extent not prepaid with the proceeds of long-term debt (other than revolving loans) or equity issuances) pursuant to Section 2.05(a)(i) during such Fiscal Year (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided that (x) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00 but equal to or greater than 3.00:1.00, clause (A) above shall be 25%, and (y) if the Consolidated Total Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00, clause (A) above shall be 0%.

(ii) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by any provision of Section 7.05 other than Section 7.05(m) (it being understood Dispositions pursuant to Section 7.05(m) shall give rise to a requirement to make a prepayment pursuant to this clause (ii), subject to the other terms set forth herein) which results in the realization by such Person of Net Cash Proceeds in excess of the Threshold Amount in the aggregate for any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).

(iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests other than Equity Interests of Holdings issued in connection with employee compensation plans, in connection with the exercise of warrants outstanding on the Closing Date, as consideration for a Permitted Acquisition or for the express purpose of financing working capital (and only to the extent raised for such purpose), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary.

(iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 or that is issued as consideration for a Permitted Acquisition), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below).

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(v) Upon any Extraordinary Receipt received by or paid to or for the account of Holdings or any of its Subsidiaries, and not otherwise included in clause (iii) of this Section 2.05(b), which results in Net Cash Proceeds for the Borrower and its Subsidiaries in excess of the Threshold Amount in the aggregate for any fiscal year, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vii) and (viii) below); provided that with respect to any Net Cash Proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets so long as (A) within 180 days after receipt of such net proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).

(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).

(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans (pro rata between the Term A Loans and the Term B Loans) and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loan Maturity Date) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

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(c) Call Premium. In the event that, on or prior to the six month anniversary of the First Amendment Effective Date, the Borrower (i) makes any prepayment of the Term B Loans in connection with any Repricing Transaction (as defined below) or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.

For the purpose of this clause (c), “Repricing Transaction” means (A) any prepayment or repayment of the Term B Loans with the proceeds of, or any conversion of the Term B Loans into, any new or replacement tranche of bank Indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (B) any amendment to the pricing terms of the Term B Loans (whether through an amendment and restatement, mandatory assignment or otherwise) which reduces the “effective yield” applicable to the Term B Loans; provided that any event or transaction described in clause (A) or (B) above undertaken in connection with a Change of Control or an initial public offering shall not constitute a “Repricing Transaction” hereunder so long as the primary purpose of the prepayment, repayment or amendment in connection therewith is not to reduce the “effective yield” of the Term B Loans (as determined by Holdings in good faith and certified by a Responsible Officer of Holdings in form and substance satisfactory to the Administrative Agent (and upon which certification the Administrative Agent is entitled to rely)).

2.06 Termination or Reduction of Commitments

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused Revolving Credit Commitments or unused Delayed Draw Term Commitments, or from time to time permanently reduce the unused Revolving Credit Commitments, the unused Delayed Draw Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in the case of reductions of the Delayed Draw Term Commitments, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof), (iii) the Borrower shall not terminate or reduce the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b) Mandatory.

(i) The Borrower agrees that (A) the Initial Term A Loan Commitments shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Initial Term A Loans on the First Amendment Effective Date, (B) the Delayed Draw Term Commitments shall automatically and permanently terminate as of the end of the Delayed Draw Availability Period and (C) the Term B Loan Commitments as of the First Amendment Effective

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Date shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Term B Loans on the First Amendment Effective Date. The Revolving Credit Commitments shall automatically and permanently terminate as of 5:00 p.m. on the Revolving Credit Facility Termination Date.

(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or unused portions of the unused Revolving Credit Commitment under this Section 2.06. Upon any reduction of unused Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Revolving Credit Lender’s Applicable Percentage of the amount by which the Revolving Credit Commitment is reduced. All fees accrued until the effective date of any termination of the aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a) Term Loans. The principal amounts of:

(i) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term A Loans shall be repaid to the Administrative Agent for the ratable account of the Term A Lenders in consecutive quarterly installments equal to (x) 0.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the first eight quarterly installments, (y) 1.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the next four quarterly installments and (z) 1.625% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for each quarterly installment thereafter (in each case of (x), (y) and (z), subject to adjustment for (A) Term A Loans resulting from the Borrowing of the Delayed Draw Term Loans, (B) voluntary and mandatory prepayments and (V) any increase in the Term A Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term A Loans payable on the Term Loan Maturity Date; and

(ii) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term B Loans shall be repaid to the Administrative Agent for the ratable account of the Term B Lenders in consecutive quarterly installments equal to 0.25% of the aggregate principal amount of the Term B Loans as of the First Amendment Effective Date (subject to adjustment for (x) voluntary and mandatory prepayments and (y) any increase in the Term B Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term B Loans payable on the Term Loan Maturity Date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Revolving Credit Facility Termination Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

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2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

(b) Default Rate.

(i) While any Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in cash in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan Documents, that the interest payable under this Agreement and the calculation thereof has not been adequately disclosed to it, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable Law or legal principle.

2.09 Fees.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage of the Revolving Credit Facility, a commitment fee calculated at the rate per annum equal to (a) from the First Amendment Effective Date until the delivery of financial statements for the Fiscal Quarter of Holdings ending September 30, 2019, [Percentage redacted for confidentiality reasons.] per annum, and (b) thereafter, the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Revolving Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in arrears on the first Business Day of each calendar month, and on the Revolving Credit Facility

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Termination Date. The commitment fee shall be calculated monthly in arrears. If there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Delayed Draw Ticking Fee. The Borrower shall pay to the Arranger, on the Business Day that is the last day of the Delayed Draw Availability Period, a ticking fee (the “Delayed Draw Ticking Fee”) equal to [Percentage redacted for confidentiality reasons.] of the Applicable Rate then in effect with respect to the Term A Facility times the aggregate Delayed Draw Term Commitments in effect on each day, with such fees to accrue from and after the date that is 31 days following the First Amendment Effective Date to and including the last day of the Delayed Draw Availability Period. The Delayed Draw Ticking Fee shall be for the pro rata account of the Lenders to the Term A Facility with respect to their respective daily unused Delayed Draw Commitments.

(c) Other Fees. The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. In addition, the Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees.

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by BBVA’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, Holdings, the Borrower or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by Holdings or the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States or any other Debtor Relief Law, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

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2.11 Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations; provided, however that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) Entries made in good faith by the Administrative Agent in the Register, and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents; provided, however, that the Borrower shall be entitled to a credit of principal and/or interest and/or fees to the extent of errors in accounting by any Lender or by Administrative Agent.

(c) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,

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then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or make payments pursuant to Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation or make payments pursuant to Section 10.04(c).

(d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(e) Authorization. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(f) Insufficient Payment. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents, the Lenders, or the L/C Issuer under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Applicable Percentage of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof of the applicable Facility as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or Participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Increase in Commitments.

(a) Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term

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Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the latest Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (B) the All-In Yield for the Term B Facility by more than 0.50%, then the Applicable Rate for the Term B Facility shall be increased so that the All-In Yield in respect of the Term B Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50%; (vi) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid (subject to clause (v)) and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

(b) Process for Increase. Incremental Increases may be provided by any existing Lender, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) any Incremental Term Loan or Term Loan Increase shall be offered (A) first to the then-existing Term Lenders (ratably among them), (B) second, with respect to any portion of such offer declined by any then-existing Term Lender, to the then-existing Term Lenders willing to provide a portion of such increase (ratably among them with respect to such declined amounts) and (C) third, only if any portion then remains, to Additional Lenders, (ii) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required to consent to an assignment to such Additional Lender pursuant to Section 10.06(b)(iii) and (ii) in the case of any Revolving Credit Increase, the L/C Issuer and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each such Lender or proposed Additional Lender providing such Revolving

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Credit Increase if such consent by the L/C Issuer or the Swing Line Lender, as the case may be, would be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such Lender or proposed Additional Lender; provided further that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Credit Commitment, increase its applicable Term Commitment or Term Loans or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental Increase.

(c) Effective Date and Allocations. The Administrative Agent and the Borrower shall determine the effective date of any Incremental Increase (the “Increase Effective Date”), which shall be no earlier than ten Business Days after the date of any request therefor. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

(d) Conditions to Effectiveness of Increase.

(i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or Guarantor and (x) certifying and attaching the resolutions adopted by the Borrower or Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the First Amendment Effective Date) and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase:

(A) the representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements of the Borrower and its Subsidiaries furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, the applicable representations and warranties may, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, be limited to (1) customary “specified representations” for limited condition acquisition facilities and (2) customary acquisition agreement representations for limited condition acquisitions;

(B) no Default shall exist and be continuing; provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, at the election of the Borrower and if agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, (x) at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, no Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of effectiveness of any such Incremental Term Loan or Term Loan Increase and the making of any Loan thereunder, no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or shall occur as a result thereof;

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(C) Holdings shall be in pro forma compliance (assuming such Incremental Increase is fully drawn and giving effect to any Permitted Acquisition, refinancing of debt or other event giving rise to a pro forma adjustment, and based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto) with (i) the Consolidated Fixed Charge Coverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Incremental Increase is incurred pursuant to Section 7.20(b) and (ii) a Consolidated Total Leverage Ratio not greater than the lesser of (A) 4.25 to 1.00 and (B) 0.25 to 1.00 below the Consolidated Total Leverage Ratio maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Incremental Increase is incurred pursuant to Section 7.20(a); provided that in the case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used to finance a Limited Condition Acquisition, if the Borrower so requests, to the extent agreed by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, such compliance may be measured at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition (with the required financial covenant levels determined by the quarter in which the Limited Condition Acquisition is anticipated to be consummated) (and Section 1.08 shall then apply); and

(D) the Administrative Agent and the Lenders providing such Incremental Increase shall have received (i) at least five (5) days before the Increase Effective Date, all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent or the Lenders providing such Incremental Increase in writing at least ten (10) days prior to the Increase Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Canadian AML Acts and (ii) at least five (5) days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower for each Lender requesting such at least five (5) days prior to the Increase Effective Date.

(ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

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(iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms or amendment and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents.

(iv) As a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Increase, to the extent due and payable, shall have been paid in full.

(e) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases), following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon

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demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at BBVA. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.04, 2.05, 2.06, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with the last two sentences of Section 10.06(b)) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent, to be held in a noninterest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future

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funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

(C) With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment.

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Subject to Section 10.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.15.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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(c) Tax Indemnification.

(i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(f) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(i)(A), and (i)(B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN-E (or W-8BEN if applicable); or

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(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN if applicable), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide an applicable certificate on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine either that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.01, the terms “law” and “Laws” shall include FATCA, and solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if it is aware that any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this

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paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h) To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other tax authority, or the Internal Revenue Service or any other tax authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender and the Administrative Agent agree that the Administrative Agent can offset any payment to be made that is allocable to such applicable Lender by such amounts owed by such Lender to the Administrative Agent under this Section 3.01(h).

(i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates.

(a) If the Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed

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Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR as set forth herein for any requested Interest Period, and such circumstances are unlikely to be temporary in nature, then the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest to LIBOR that gives due consideration to then prevailing market conventions for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no successor to LIBOR has been determined and the circumstances under this clause (b) exist, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any successor to LIBOR shall provide that in no event shall such successor rate be less than zero for purposes of this Agreement.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by the definition of Eurodollar Rate) or the L/C Issuer;

(ii) subject any Lender , the L/C Issuer or any other Recipient to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made or Letter of Credit issued by it, or change the basis of taxation of payments to such Lender , the L/C Issuer or other Recipient in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Taxes that are payable by such Lender); or

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(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the L/C Issuer or such other Recipient, as the case may be, the Borrower will pay to such Lender, the L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which

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determination shall be conclusive absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) Business Days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice ten (10) Business Days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) Business Days from receipt of such notice.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

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3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension. The obligation of each Lender to make or continue Credit Extensions shall become effective on the date (such date, the “First Amendment Effective Date”) on which each of the following conditions precedent, and each other condition to the effectiveness of the First Amendment, is satisfied (or waived in accordance with Section 10.01 and/or the provisions of the First Amendment):

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (including each Target and each of their Subsidiaries that are required to be or become Loan Parties on the First Amendment Effective Date), each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the First Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of the First Amendment and each other Loan Document (to the extent not previously delivered to the Administrative Agent), sufficient in number for distribution to each Agent, each Lender and the Borrower;

(ii) to the extent not delivered pursuant to clause (i) above, (A) a Note executed by the Borrower in favor of each Lender requesting a Note and (B) the Alaris/Agent Subordination Agreement;

(iii) evidence that the Collateral Documents (other than the Landlord Waivers) shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first security interest and Lien upon the Collateral, including, without limitation, (A) searches of UCC, PPSA and Bank Act (Canada) filings in the jurisdiction of organization or formation of each Loan Party, in each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, and in each other jurisdiction requested by the Administrative Agent, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens permitted hereunder and (C) proper UCC-1 financing statements in form appropriate for filing under the UCC, and filed PPSA financing statements, of each jurisdiction that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby;

(iv) Security Agreement Supplements and supplements to the Guaranty, in each case dated as of the First Amendment Effective Date, executed by any Subsidiary of the Borrower (including the Targets and their Subsidiaries) required to be, or become, Guarantors and provide Collateral, which supplements may be included in the First Amendment;

(v) a Committed Loan Notice dated as of the First Amendment Effective Date;

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(vi) (A) a quality of earnings report (including income statement and balance sheet information) for each of the Targets and their consolidated Subsidiaries prepared by an accounting firm retained by Holdings and including (1) the trailing twelve-month period of the Targets ended September 30, 2018 and (2) the fiscal year of the Targets ended December 31, 2018, (B) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Holdings and its Subsidiaries as of, and for the twelve-month period ended on, December 31, 2018 (or, if the First Amendment Effective Date occurs on or after May 31, 2019, the twelve-month period ended March 31, 2019), prepared after giving effect to the 2019 Acquisitions (and any other transactions, including any other acquisitions, occurring on or prior to the First Amendment Effective Date) as if the 2019 Acquisitions (and all such other transactions) had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), in form and substance reasonably satisfactory to Administrative Agent, (C) consolidated forecasts for Holdings and its Subsidiaries (after giving effect to the 2019 Acquisitions (and any other transactions, including any other Acquisitions, occurring on or prior to the First Amendment Effective Date)) of balance sheets, income statements and cash flow statements on an annual basis for each year during the term of this Agreement and on a monthly basis until December 31, 2019, in form and substance reasonably satisfactory to the Administrative Agent (the “Financial Model”), (D) audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of Holdings and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (E) audited consolidated balance sheets of (1) ADG and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of ADG and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016, 2017 and 2018, (2) TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of TIC and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016 and 2018 (or, if not available on the First Amendment Effective Date, a draft of such audited financial statements for the 2018 fiscal year), and (3) SFL and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of SFL and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018 (or, if not available on the First Amendment Effective Date, a draft of such audited financial statements), (F) unaudited consolidated balance sheets of TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows and its consolidated Subsidiaries for, the fiscal years ended December 31, 2017, (G) unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of Holdings and its consolidated Subsidiaries for, each fiscal quarter of Holdings and its consolidated Subsidiaries ended after December 31, 2018 and ended at least 45 days before the First Amendment Effective Date, (H) unaudited consolidated balance sheet of each Target and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of such Target and its consolidated Subsidiaries for, each fiscal quarter of each Target and its consolidated Subsidiaries ended after December 31, 2018 and ended at least sixty (60) days before the First Amendment Effective Date and (I) such other financial information as may be reasonably requested by the Lead Arranger with respect to any Acquisition (other than the 2019 Acquisitions) consummated on or prior to the First Amendment Effective Date and that is included in the items delivered pursuant to clauses (vi)(B) and/or (vi)(C) above;

(vii) a true and correct copy of (A) the Organization Documents of each Loan Party and an incumbency certificate with respect to any Loan Parties’ officers executing any of the Loan Documents on the First Amendment Effective Date, certified by a Responsible Officer, and (B) resolutions of the board of directors (or an authorized committee thereof), the manager, general partner or equivalent governing body of each Loan Party authorizing each Loan Document to which such Loan Party is party and the Transactions, certified by a Responsible Officer;

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(viii) a certificate attesting to the Solvency of Holdings and its Subsidiaries on a consolidated basis, after giving effect to the Transactions, from a Responsible Officer;

(ix) a certificate signed by a Responsible Officer of Holdings dated as of the First Amendment Effective Date certifying that the conditions specified in Sections 4.01(d) and (g) have been satisfied;

(x) such legal opinions regarding the Loan Parties as may be requested by the Administrative Agent

(xi) unless already delivered to the Administrative Agent, each Collateral Assignment of 2019 Acquisition Documents

(xii) true, correct and fully executed copies of the Related Documents described in clause (b) of such definition, in form and substance reasonably satisfactory to the Administrative Agent and each Lender;

(xiii) evidence that (A) all Indebtedness of each Target and each of their Subsidiaries has been, or substantially contemporaneously with the First Amendment Effective Date will be, paid in full (except to the extent outstanding letters of credit are to be continued under the Revolving Credit Facility) and all commitments thereunder shall have been terminated and cancelled and all Liens securing any such Indebtedness have been released (which evidence may be in the form of a payoff letter reasonably acceptable to the Administrative Agent) and (B) the outstanding, non-contingent principal balance of the Alaris Note as of the First Amendment Effective Date shall have been paid in cash (so that the only remaining amounts thereunder are contingent Earnout Obligations in a maximum aggregate amount not to exceed $4,000,000);

(xiv) a true, correct and fully executed copy of the Management Services Agreement dated as of May 31, 2019 between SFL (or the Borrower as its successor) and Elite Radiology of Georgia, LLC; and

(xv) evidence of insurance required by the Loan Documents.

(b) Both (i) the Administrative Agent, each Lender and the Lead Arranger shall have received at least three Business Days before the First Amendment Effective Date all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent, the Lead Arranger or a Lender in writing at least five Business Days prior to the First Amendment Effective Date and that the Administrative Agent, the Lead Arranger and/or any Lender reasonably determines is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Canadian AML Acts and the USA Patriot Act (provided that such information shall, to the extent requested at least 10 Business Days prior to the First Amendment Effective Date, have been provided at least five Business Days prior to the First Amendment Effective Date) and (ii) at least ten Business Days prior to the First Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower.

(c) The Borrower shall have delivered to the Administrative Agent evidence satisfactory to the Administrative Agent that all filings, recordings, and other actions the Administrative Agent deems necessary or advisable to establish, preserve and perfect the liens granted to the Administrative Agent for the benefit of the Secured Parties shall have been made or obtained.

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(d) Since December 31, 2018 there shall not have occurred a “Closing Date Material Adverse Effect” with respect to any of the Targets or their Subsidiaries, or any event, condition or contingency that could reasonably expected to have a Closing Date Material Adverse Effect. “Closing Date Material Adverse Effect” has the meaning given to the term “Material Adverse Change of the Purchased Companies” in the Purchase Agreements.

(e) The Administrative Agent’s satisfaction that on the First Amendment Effective Date, after giving effect to the Transactions, neither Holdings nor any of its Subsidiaries (including the Targets and their Subsidiaries) shall have any outstanding Indebtedness other than Indebtedness under the Loan Documents and immaterial Indebtedness that the Administrative Agent and Holdings agree may remain outstanding;

(f) Each of the 2019 Acquisitions (including the payment of consideration via the Rollover Equity Contribution) shall have been (or shall be substantially simultaneously with the First Amendment Effective Date) consummated (including the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as set forth in the Purchase Agreements), in each case in accordance with the terms of each applicable Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger and as to which the Administrative Agent and the Lead Arranger have not consented; provided that (i) any amendment to the definition of “Material Adverse Change of the Purchased Companies” in any Purchase Agreement and any amendment to the “Xerox” provisions or the governing law provisions in any Purchase Agreement shall, in each case, be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (ii) any change to the form of the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger, (3) any reduction to the purchase price shall be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Lead Arranger unless such reduction is applied to reduce the principal amount of the Term Facilities dollar for dollar and (4) any increase in the purchase price shall not be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent or the Lead Arranger unless such increase is funded with Indebtedness.

(g) Both (i) the Specified Representations are true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) and (ii) the Specified Purchase Agreement Representations are true and correct in all material respects, in each case as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date (except to the extent such representation or warranty expressly relates to a specified date, in which case on and as of such specified date).

(h) On the First Amendment Effective Date, after giving effect to the 2019 Acquisitions and all related Transactions to occur on or prior to the First Amendment Effective Date (including all Credit Extensions to be made on the First Amendment Effective Date), the aggregate Revolving Credit Exposure of all Lenders under the Revolving Credit Facility shall not exceed $3,500,000.

(i) Holdings and/or the Borrower shall have paid any accrued and unpaid interest, fees or commissions due hereunder, under the First Amendment or any Fee Letter (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented at least one Business Day (or such shorter time as Holdings or the Borrower may agree) prior to the First Amendment Effective Date) to the Administrative Agent, the Lead Arranger and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby and by the First Amendment, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents or filings related to Collateral.

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Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.

4.02 Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after (but not on, which shall be conditioned solely upon the provisions of Section 4.01) the First Amendment Effective Date (including any Request for Credit Extension related to Delayed Draw Term Loans, but excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the prior satisfaction of Section 4.01 and each of the following conditions precedent:

(a) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively;

(b) no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom; and

(c) the Administrative Agent and, if applicable, a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.01 and in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

4.03 Additional Conditions to Credit Extension of the Delayed Draw Term Loans. The obligation of the Lenders to make the single Credit Extension of Delayed Draw Term Loans is subject to the prior satisfaction of Section 4.01, the satisfaction of Section 4.02 on the date of such Borrowing, and each of the following additional conditions precedent:

(a) the Administrative Agent and each Lender shall have received true, correct and fully executed copies of the final purchase agreement or agreements with respect to the Subject Acquisition, and all documents, instruments and agreement related thereto (including all amendments), and all such agreements (including all amendments), documents and instruments shall be reasonably satisfactory to the Administrative Agent and the Lenders;

(b) the Subject Acquisition shall have satisfied, to the Administrative Agent’s reasonable satisfaction, each requirement for the Subject Acquisition to constitute a Permitted Acquisition, within the time frames set forth in the definition of “Permitted Acquisition”;

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(c) the Subject Acquisition shall have been (or shall be substantially simultaneously with such Borrowing) consummated (including the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as set forth in each applicable purchase agreement), in each case in accordance with the terms of each applicable purchase agreement; and

(d) the Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Holdings and the Borrower each jointly and severally represents and warrants to the Agents and the Lenders as of the First Amendment Effective Date that:

5.01 Existence, Qualification and Power; Compliance with Laws. Holdings and each of its Subsidiaries and Minority Investments and each other Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals and any other permits or accreditations necessary to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws (such compliance to include compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and with the USA Patriot Act and the Canadian AML Acts and all other applicable Laws and regulations relating to money laundering and terrorist activities) and all orders, writs, injunctions and decrees applicable to it or to its properties.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or Minority Investments or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law. Neither Holdings nor any of its Subsidiaries or Minority Investments is in violation of any Law or in breach of any such Contractual Obligation, the violation or breach of which could be reasonably likely to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of Holdings or its Subsidiaries or Professional Services Affiliates freely to transfer or otherwise dispose of, or to create any Lien on, any

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properties now owned or hereafter acquired by any of them. The Related Transactions have been consummated in accordance with the Related Documents and applicable Law. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have all appropriate Medicare and related agency supplier billing number(s) and related documentation, to the extent the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates participate in such programs, necessary to submit reimbursement claims to the Medicare program for health care services and/or supplies furnished by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates (including, without limitation, the provision of durable medical equipment and pharmaceuticals) in those jurisdictions where the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates conduct business. Each employee of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates who is required by any applicable Law to have a license or certification in order to perform services on behalf of Holdings and/or its respective Subsidiaries, Minority Investments is so licensed and certified, except where the failure to obtain such licenses or certifications could not reasonably be expected to have a Material Adverse Effect, and each such employee is in compliance in all material respects with the terms and conditions of such license and certificate. To each Loan Party’s knowledge, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have received from each independent contractor who is required by any applicable Law to have a license or certification in order to perform services on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, copies of such license or certification. No Loan Party has reason to believe that such independent contractor is not so licensed or certified or is not in compliance in all respects with the material terms and conditions of such license and certificate. The Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have certificates of insurance from each independent contractor that such Person has in place malpractice insurance with coverage amounts which are adequate and customary for such professionals.

5.04 Binding Effect. This Agreement has been, and each other Loan Document and Related Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document and Related Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject only to the effect of bankruptcy, moratorium or similar Laws or the application of equitable principles by a court of competent jurisdiction.

5.05 Financial Statements; No Material Adverse Effect.

(a) The most recent financial statements delivered on or prior to the First Amendment Effective Date or, if later, pursuant to Section 6.01(a) (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and Minority Investments as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b) The most recent unaudited consolidated financial statements of Holdings and its Subsidiaries delivered on or prior to the First Amendment Effective Date or, if later, pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on that date each (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries and Minority Investments as of the date

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thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material Indebtedness and other liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries and Minority Investments as of the date of such financial statements, including liabilities for Taxes, material commitments and Indebtedness.

(c) Since the date of the most recent financial statements delivered pursuant to Section 6.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of Holdings and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates or any other Loan Party or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, or any Related Document or the consummation of the Transactions, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No default has occurred and is continuing or would result from the consummation of the Transactions.

5.08 Ownership of Property; Liens; Investments.

(a) Holdings and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Liens on the property or assets of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, showing as of the First Amendment Effective Date the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of Holdings or such Subsidiary or Minority Investment subject thereto, as of the First Amendment Effective Date. As of the Closing Date, the property Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.

(c) Set forth on Schedule 5.08(c) hereto is a complete and accurate list of all real property owned by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Holdings or such Subsidiary or Minority Investment has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

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(d)

(i) Set forth on Schedule 5.08(d)(i) hereto is a complete and accurate list of all leases of real property under which Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is the lessee as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(ii) Set forth on Schedule 5.08(d)(ii) hereto is a complete and accurate list of all leases of real property under which Holdings is the lessor as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the street address, county or other relevant jurisdiction, state or province, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms.

(e) Set forth on Schedule 5.08(e) hereto is a complete and accurate list of all Investments held by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates as of the First Amendment Effective Date, showing as of the First Amendment Effective Date the amount, obligor or issuer and maturity, if any, thereof.

5.09 Environmental Compliance.

(a) Holdings and its Subsidiaries, Minority Investments, Professional Services Affiliates and each other Loan Party conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the properties currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state, provincial, territorial or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the best of its knowledge, on any property formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; there is no asbestos or asbestos-containing material on any property currently owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

(c) Except as set forth on Schedule 5.09(c), neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is undertaking, or has undertaken, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property

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currently or formerly owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates have been disposed of in a manner not reasonably expected to result in material liability to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates.

5.10 Insurance. The properties of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each Loan Party are insured with financially sound (rated A- or better by A.M. Best’s Company) and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Holdings or the applicable Subsidiary or Minority Investment operates. Each such insurance company shall be licensed in states where Holdings, or its Subsidiaries, Minority Investments or Professional Services Affiliates have operations.

5.11 Taxes. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party have filed all Federal, state, provincial and other material tax returns and reports required to be filed, and have paid all Federal, state, provincial and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS. There is no proposed tax assessment against Holdings or any Subsidiaries, Minority Investments or Professional Services Affiliates that would, if made, have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates is party to any tax sharing agreement.

5.12 ERISA Compliance.

(a) No Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; and

(b) No ERISA Event has occurred, is occurring or is reasonably expected to occur that, individually or in the aggregate, has resulted in, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Set forth on Schedule 5.12 hereto is a complete and accurate list of each Plan of any Loan Party as of the First Amendment Effective Date.

(d) Each Canadian Pension Plan is in compliance in all material respects with the applicable provisions of all Laws. Each Loan Party and each Subsidiary has made all required contributions to each Canadian Pension Plan.

(e) There are no pending or, to the best knowledge of Holdings or the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no violation of fiduciary duty with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(f) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

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5.13 Subsidiaries; Equity Interests; Loan Parties. No Loan Party has any Subsidiaries, Minority Investments or Professional Services Affiliates other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries, Minority Investments and Professional Services Affiliates have been validly issued, are fully paid and non-assessable and, in the case of any Subsidiary or Minority Investment, are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. No Loan Party has equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower has been validly issued, are fully paid and non-assessable and are owned by Holdings as set forth on Part (c) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the First Amendment Effective Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and chief executive office (if different) and, where applicable, its U.S. taxpayer identification number. The copy of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14 Changes in Name, Jurisdiction of Formation and Structure; Tradenames. The exact legal name and jurisdiction of organization of each Loan Party is as set forth on Schedule 5.14. Except as set forth on Schedule 5.14, no Loan Party has during the five years preceding the First Amendment Effective Date (a) changed its legal name, (b) used a tradename, (c) changed its jurisdiction of formation or (d) been party to a merger, amalgamation, consolidation or other change in structure.

5.15 Margin Regulations; Investment Company Act.

(a) No Loan Party is engaged in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No proceeds of any Borrowings will be used directly or indirectly to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

5.16 Disclosure. The Borrower has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries, Minority Investments or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Holdings and its Subsidiaries represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.17 Intellectual Property; Licenses, Etc. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates and each other Loan Party own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, industrial designs, industrial design rights, franchises, licenses, domain names, URLs and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, and set forth on Schedule 5.17 is a complete and

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accurate list of all such IP Rights owned or used by each Loan Party and its Subsidiaries as of the First Amendment Effective Date. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Holdings or any Subsidiary or Minority Investment infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18 Solvency. Each Loan Party is, individually and together with its Subsidiaries, Solvent.

5.19 Casualty, Etc. Neither the business nor the properties of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

5.20 Collateral Matters. When executed and delivered, the Security Agreements will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral and (a) when any Collateral constituting certificated securities (as defined in the UCC and the PPSA) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, each of the Security Agreements will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (b) when financing statements in appropriate form are filed in the offices of the Secretary of State of the state in which the Borrower is organized and existing or filed under the PPSA, each of the Security Agreements will constitute a fully perfected first priority Lien on and security interest in, all right, title and interest of the Secured Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and superior to the rights of any other Person, except in the case of this clause (ii) for rights secured by Liens expressly permitted by Section 7.01.

5.21 Labor Matters. There are no strikes or other labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. Hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act, where applicable, or any other applicable Law dealing with such matters. All payments due from any Loan Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the applicable Loan Party.

5.22 Deposit or Securities Accounts. Schedule 5.22 sets forth the name and location of each institution maintaining a deposit or securities account of any Loan Party and the account number, name, authorized signatories and balance for each such deposit or securities account as of the end of the month immediately preceding the Closing Date.

5.23 Fees and Commissions. Except as disclosed on Schedule 5.23 or as required by Section 2.09, as of the First Amendment Effective Date no Loan Party owes any fees or commissions of any kind in connection with this Agreement or the transactions contemplated hereby, and no Loan Party knows of any claim (or any basis for any claim) for any other fees or commissions in connection with the Transactions.

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5.24 Material Contracts. Schedule 5.24 contains a list of each Material Contract of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates as of the First Amendment Effective Date.

5.25 HIPAA Compliance. To the extent the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates is a “covered entity” as such term is defined under the requirements and implementing regulations of the Health Insurance Portability and Accountability Act of 1996 (as amended by the HITECH Act) (the “HIPAA Rule”), Holdings and its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are, and have been, since October 1, 2014, in material compliance with the applicable Administrative Simplification provisions of Title II, Subtitle F of the HIPAA Rule (Title 45 of the Code of Federal Regulations (“C.F.R.”), Parts 160-64). In addition, the Borrower and certain of its Subsidiaries, Minority Investments and Professional Services Affiliates may perform functions and activities and provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) such that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates are “business associates” under the HIPAA Rule. Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates are parties to business associate contracts that are compliant with the HIPAA Rule in all material respects in all arrangements in which they serve as business associates and, with respect to each such business associate contract, are in material compliance with the terms thereof. Consistent with the requirement that the HIPAA Rule permits covered entities and business associates to take reasonable actions consistent with each individual covered entity’s and business associate’s ability, the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates have undertaken or will promptly undertake, or cause to be undertaken, all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of their businesses and operations (or of the businesses and operations of any covered entity for which they serve as a business associate) that could be materially adversely affected by the failure of the Borrower or such Subsidiaries, Minority Investments or Professional Services Affiliates to be HIPAA Compliant (as defined below) consistent with those surveys audits, inventories, reviews, analysis and/or assessments reasonably performed by a covered entity/business associate of similar scope of practice or size, so that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates shall be HIPAA Compliant as of the date hereof. For purposes hereof, “HIPAA Compliant” shall mean that the Borrower and the relevant Subsidiaries, Minority Investments or Professional Services Affiliates, as applicable, have developed and implemented (or if compliance is not required as of the Closing Date, will develop and implement, as appropriate, and in a timely manner) internal systems, policies, procedures and training in order to ensure that the Borrower and such Subsidiaries, Minority Investments or Professional Services Affiliates (a) are and will continue to be in material compliance with all of the terms of the business associate contracts to which they are parties, including the standards and implementation specifications for business associates set forth in 45 C.F.R. § 164.504(e) and elsewhere in the HIPAA Rule; (b) will be able to continue to provide services to, for and on behalf of covered entities (as defined in the HIPAA Rule) following any future HIPAA Rule compliance rule within a reasonable period of time; and (c) as covered entities, materially comply with all applicable provisions of the HIPAA Rule and any regulations promulgated thereunder, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found under C.F.R. Parts 160 and 164. There has been no “breach” as defined in the HIPAA Rule with respect to any “protected health information” (as defined in the HIPAA Rule) maintained by any of the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services Affiliates or, to the knowledge of the Loan Parties, any of their respective business associates. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates have received written notice from any party with whom it has a business associate agreement of any allegation that there has been a material breach of any business associate agreement. Neither the Borrower nor its applicable Subsidiaries, Minority Investments or Professional Services Affiliates are under investigation or audit by any governmental authority for a violation of the HIPAA Rule of any other applicable privacy laws nor have the Borrower or its applicable Subsidiaries, Minority Investments or Professional Services Affiliates received any written notices from the United States Health and Human Services, Office of Civil Rights alleging any such violations.

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5.26 Additional Healthcare Matters.

(a) Each of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates are in compliance with all applicable Healthcare Laws in all material respects.

(b) Without limiting the generality of any other representation or warranty made herein, there are no claims or appeals pending (and neither the Borrower nor any of its Subsidiaries, Minority Investments or Professional Services Affiliates have filed any claims or reports which could reasonably result in any such claims or appeals) before any commission, board or agency or other Governmental Authority, including, without limitation, any intermediary or carrier or the Centers for Medicare and Medicaid services. Except as set forth on Schedule 5.26(b), with the exception of post-payment claims reviews and similar routine audits applicable to healthcare providers/suppliers, there are no service validation reviews or program integrity reviews being conducted or, to the knowledge of the Loan Parties, scheduled, pending or threatened, by any commission, board or agency or other Governmental Authority in connection with the Medicare program relating to (a) Holdings or its Subsidiaries, Minority Investments or Professional Services Affiliates, (b) the consummation of the transactions, including the Related Transactions, contemplated hereby or (c) the Collateral.

(c) Without limiting the generality of any other representation or warranty made herein, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies) in the exercise of their respective duties on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, are in compliance with all applicable Healthcare Laws, except for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. To the extent applicable, the Borrower and each of its Subsidiaries, Minority Investments and Professional Services Affiliates and, to the Loan Parties’ knowledge, their licensed employees and contractors (other than contracted agencies), have maintained in all material respects all records required to be maintained pursuant to the Healthcare Laws and there are no presently existing circumstances that would result or likely would result in violations of the Healthcare Laws except, in either case, for any noncompliance that would not be reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 5.26(c), none of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), is currently, nor has in the past been, subject to any federal, state, local governmental or private payor civil or criminal investigations, inquiries or audits involving and/or related to its compliance with the Healthcare Laws, nor is the Borrower or any of the Borrower’s Subsidiaries, Minority Investments or Professional Services Affiliates or, to the Loan Parties’ knowledge, any of their licensed employees and contractors (other than contracted agencies), currently, or has in the past been, subject to any federal, state or private payor inquiry, investigation, inspection or audit regarding its activities (except for routine claims reviews and similar audits/inspections). Except as set forth on Schedule 5.26(c), neither the Borrower or any Subsidiary or Minority Investment or any owner, officer, director, manager, employee, contractor, agent or other representative of the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates: (i) has had a civil monetary penalty assessed against him or her pursuant to the Civil Monetary Penalties Law under 42 U.S.C. §1320a-7a; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or listed on the excluded individuals list published by the United States Department of Health and Human Services Office of Inspector General; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518; or (iv) has been involved or named in a U.S. Attorney General complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or qui tam action brought pursuant to 31 U.S.C. §3729 et seq.

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(d) Except as set forth on Schedule 5.26(d), neither the Borrower nor its Subsidiaries, Minority Investments or Professional Services Affiliates are currently subject to, and never have been subject to, suspension, revocation or denial of its Medicare certification, supplier billing number(s), or Medicare participation agreement(s) and to the knowledge of the Loan Parties, there are no pending investigations of the Borrower or its Subsidiaries, Minority Investments or Professional Services Affiliates that could lead to any such suspension, revocation or denial.

5.27 Third Party Payors.

(a) Neither the Borrower nor any Subsidiary or Minority Investment is in default in the performance, observance, or fulfillment of any of its material obligations, covenants or agreements contained in any Medicare Provider Agreement or any agreement or instrument with any other Third Party Payor, which default has resulted in, or could reasonably be expected to result in, the revocation, termination, cancellation or suspension of the Medicare Certification of such Loan Party or the right of such Loan Party to participate in any other Third Party Payor program.

(b) If the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates has received notice of any existing audit or has been audited by any Third Party Payor, none of such audits provides for material adjustments in reimbursable costs or asserts claims for reimbursement or repayment by such Person of costs and/or payments theretofore made by such Third Party Payor that, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) The Accounts (as defined in the UCC) of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been and will continue to be adjusted to reflect the reimbursement policies of its Third Party Payors in all material respects. In particular, none of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates Accounts is knowingly retaining, or having knowingly retained, any overpayments in violation of applicable Healthcare Laws.

(d) Except as set forth on Schedule 5.27, as of the First Amendment Effective Date, the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have the requisite supplier or provider number or other authorization to bill the Medicare program and all other Third Party Payor Programs that the Borrower or such Subsidiary or Minority Investment bills as a participating or in-network provider. Except as set forth on Schedule 5.27, there is no investigation, audit, claim review, or other action pending or, to the knowledge of the Loan Parties, threatened, which would be reasonably likely to result in a revocation, suspension, termination, probation, restriction, limitation, adverse amendment or non-renewal of any Third Party Payor supplier or provider number or result in any of the Companies’ exclusion from any Third Party Payor Program. All bills and claims (collectively, “Loan Party Claims”) submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates for items, services and goods provided to patients whose care is covered by Third Party Payors represent claims for items, services or goods actually provided by the Borrower or such Subsidiary or Minority Investment. All Loan Party Claims that have been submitted by or on behalf of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates have been submitted in material compliance with applicable Laws and all rules, regulations, policies, and procedures of the Third Party Payors. To the knowledge of the Loan Parties, there are no pending or threatened, audits, investigations or claims for or relating to Loan Party Claims that would result in a Material Adverse Effect.

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(e) All amounts received by the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates from patients and Third Party Payors are the result of valid Loan Party Claims and are in amounts to which the Borrower or the applicable Subsidiaries, Minority Investments or Professional Services Affiliates are entitled to receive under applicable Law and any applicable Third Party Payor Agreements, subject to the refunds and overpayments are made to the owed party or escheated to the applicable state in accordance with applicable Law and any applicable Third Party Payor Agreements requirements, except as would not be reasonably likely to result in a Material Adverse Effect.

5.28 Principal Payors. Schedule 5.28 contains a true and complete list of the names and addresses of the Payors that represent, individually, at least five percent (5%) of the cash receipts of the Borrower and its Subsidiaries, Minority Investments and Professional Services Affiliates, as measured by the cash collected from such Payors during each of the twelve months during the twelve-month period ended March 31, 2019 (each Payor listed on such Schedule 5.28, a “Material Payor”). Except as set forth on Schedule 5.28, in the twelve months ending prior to the First Amendment Effective Date, no Material Payor (i) has cancelled, suspended or otherwise terminated or not renewed its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (ii) has advised the Borrower or any of its Subsidiaries, Minority Investments of its intention to cancel, suspend, renegotiate or otherwise terminate or not renew its relationship with the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or to materially reduce its business or adversely change the terms upon which it pays for services from the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates. To the knowledge of the Loan Parties, no Loan Party has taken any action that would reasonably be expected to result in the cancellation, suspension or termination of its relationship with any Material Payor. Schedule 5.28 includes accurate and complete copies of all material written (including electronic) correspondence regarding changes to reimbursement rates or threatened termination or audits between the Borrower or any of its Subsidiaries, Minority Investments or Professional Services Affiliates and each Material Payor within the twelve months ending prior to the First Amendment Effective Date.

5.29 Management Services Agreement. Each Management Services Agreement is the legal, valid and binding obligation of each party thereto (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date), enforceable against each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) in accordance with its terms. Each such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) has performed and observed all of the terms and provisions of the Management Services Agreement required to be performed or observed by it in all material respects. The Management Services Agreement will result in a fair market value management fee being paid to such party (or such other Loan Party that may become a party to the Management Services Agreement after the Closing Date) for commercially reasonable services.

5.30 Foreign Assets Control Regulations and Anti-Money Laundering.

(a) OFAC. (a) None of Holdings, any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party or any director, officer, employee, agent, or Affiliate of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates or any other Loan Party is a Person that is, or is owned or controlled by Persons that are: (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Canadian Sanctions List, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation Cuba, Iran, North Korea, Sudan and Syria.

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(b) USA Patriot Act. Holdings and each Subsidiary and Minority Investment and each other Loan Party, to the extent applicable to it, is in compliance with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the USA Patriot Act and (c) the Canadian AML Acts. No part of the proceeds of any Borrowing will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, or the Corruption of Foreign Public Officials Act (Canada), as amended.

5.31 Use of Proceeds. The proceeds of the Loans (other than the Delayed Draw Term Loan) shall be used (a) to finance in part the acquisitions pursuant to the Purchase Agreements, and fund certain fees and expenses associated therewith; (b) to repay in full all existing Indebtedness of the Targets and their respective Subsidiaries; (c) to pay certain fees and expenses incurred in connection with this Agreement; and (d) for working capital, Permitted Acquisitions, permitted Investments, dividend and distributions permitted hereunder and other general corporate purposes. The proceeds of the Delayed Draw Term Loan shall be used exclusively to pay all or a portion of the consideration for, and related fees and expenses in connection with, the Subject Acquisition. No proceeds of the Loans are to be used, and no portion of any Letter of Credit is to be obtained, in any way that will violate Regulations U or X of the Board of Governors of the Federal Reserve System. The Borrower will obtain Letters of Credit solely for general corporate purposes. Holdings, the Borrower and each other Loan Party shall not, directly or indirectly, use any Letter of Credit or Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Loan proceeds to any Subsidiary, joint venture partner, or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Loan, is the subject of any Sanction; (ii) in any manner that would result in a violation of a Sanction by any Person (including any Secured Party or other Person participating in a transaction); or (iii) in any manner that would result in a violation of applicable anti-corruption laws.

5.32 Holding Company. Holdings is a holding company and does not have any material liabilities, own any material assets, or engage in any operations or business other than as permitted under Section 7.19.

5.33 Beneficial Ownership Certification. As of the First Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.34 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

5.35 Borrower ERISA Status. On and as of the First Amendment Effective Date, the Borrower is not and will not be (a) an employee benefit plan subject to Title I of ERISA, (b) a plan or account subject to Section 4975 of the Code; (c) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (d) a “governmental plan” within the meaning of ERISA.

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ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Termination Date, Holdings, the Borrower and each other Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each other Subsidiary, Minority Investment and Professional Services Affiliate to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and such statements to be certified by a Responsible Officer of Holdings to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Holdings and its Subsidiaries; provided that at any time after the day that is 45 days after the end of each Fiscal Year of Holdings and its Subsidiaries, but prior to the delivery of the annual financial statements pursuant to this clause (a) above, upon request of any Lender management of Holdings and the Borrower will host a conference call open to all Lenders to discuss high level “flash” financial information for the fourth fiscal quarter of such Fiscal Year (provided that, each Lender confirms that (i) such information constitutes confidential Information subject to the provisions of Section 10.07; and (ii) it cannot and will not trade on such Information (subject to the exception in clause (h) of Section 10.07), in each case, until such information has been generally disclosed to the public);

(b) as soon as available, but in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings and its Subsidiaries, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income and operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of Holdings and its Subsidiaries’ Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year, the corresponding portion of the previous Fiscal Year and the corresponding portion of the Financial Model for such Fiscal Year delivered pursuant to Section 6.01(c), all in reasonable detail (including a line item detailing any fees and expenses related to the Transactions) and certified by a Responsible Officer of Holdings as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, but in any event no later than 15 days before the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form and substance satisfactory to the Administrative Agent, of consolidated balance sheets, income statements and cash flow statements of Holdings and its Subsidiaries on a monthly basis for the Fiscal Year following such Fiscal Year;

(d) if not delivered on or prior to the First Amendment Effective Date in accordance with Section 4.01(a)(vi)(E)(2), then within 30 days (or such longer time as the Administrative Agent may agree in its sole discretion, but not longer than 90 days) after the First Amendment Effective Date, audited consolidated balance sheets of TIC and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of TIC and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018; and

(e) if not delivered on or prior to the First Amendment Effective Date in accordance with Section 4.01(a)(vi)(E)(3), then within 30 days (or such longer time as the Administrative Agent may agree in its sole discretion, but not longer than 90 days) after the First Amendment Effective Date, audited consolidated balance sheets of SFL and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of SFL and its consolidated Subsidiaries for, the fiscal year ended December 31, 2018.

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6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a) (i) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event and (ii) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), an unaudited consolidating reconciliation (reflecting separate detail as between the Florida, Texas and all other operations of the Loan Parties) of the revenue, expenses for payroll, reading fees, rent and operating leases and fixed assets noted in the financial statements referred to in Section 6.01(a);

(b) (i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, and (ii) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a written narrative report by the management of the Borrower explaining material developments and trends in the Borrower’s business and in such financial statements and including for the applicable period, without limitation, RVU volumes and the average price per RVU, which written narrative report may be satisfied by delivery of an annual or interim, as the case may be, management’s discussion and analysis in the form Holdings is required to prepare and file under securities laws applicable to Holdings as a reporting issuer;

(c) promptly after any written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors), the manager, general partner or equivalent governing body of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary or Minority Investment, or any audit of any of them;

(d) by no later than January 31st of each year and otherwise upon the Administrative Agent’s request, proof of insurance required to be maintained pursuant to Section 6.07 and a copy of the related policies; and

(e) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary or Minority Investment, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary or Minority Investment, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary or Minority Investment and any Governmental Authority, or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary or Minority Investment, including pursuant to any applicable Environmental Laws;

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(c) if any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules;

(d) if an ERISA Event occurs or is reasonably expected to occur, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect or any failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(e) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary or Minority Investment;

(f) of any investigation or pending or proceedings threatened in writing relating to any violation by Holdings or any Subsidiary or Minority Investment of any Healthcare Laws (including, without limitation, any investigation or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions); and

(g) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(ii), (ii) occurrence of any sale of Equity Interests for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iii), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(iv), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory repayment pursuant to Section 2.05(b)(v).

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and, if applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained by Holdings or such Subsidiary or Minority Investment, (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within ten (10) Business Days and (c) preserve or renew all of its registered patents, trademarks, copyrights, industrial designs, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect and, if such Material Adverse Effect is related to a Professional Services Affiliate, it has not been remedied within 10 Business Days.

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6.06 Maintenance of Properties. (a) Preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Insurance and Disaster Recovery.

(a) Keep all of its properties covered by insurance with insurance companies reasonably acceptable to Administrative Agent. Such insurance shall be occurrence based and protect against hazards such as liability, fire, flood, business interruption, earthquake, workmen’s compensation, and other material risks to its property and business and shall include professional liability defense insurance, in each case in such amounts and with such deductibles as are reasonably acceptable to the Administrative Agent. Property insurance shall insure for 100% replacement cost. If Holdings or any Subsidiary or Minority Investment fails or refuses to obtain or maintain any such insurance coverage, then the Administrative Agent (at its election) may (but is not obligated to) obtain and maintain such insurance coverage on behalf of Holdings or Subsidiary or Minority Investment, and the premiums and other costs thereof (a) will be included in the Indebtedness hereunder secured by the Collateral and (b) will be due and payable by the Borrower to the Administrative Agent promptly, but in any event within three (3) Business Days, upon demand. Each such policy for liability insurance must name the Administrative Agent (for the benefit of itself as the Administrative Agent and each Lender) as additional insured, and each such other policy for insurance must name the Administrative Agent as loss payee and as additional insured. Each policy will be primary and non-contributory and shall include a waiver of subrogation in favor of the Administrative Agent. Each such policy must also require the insurer to furnish the Administrative Agent with written notice at least twenty five (25) calendar days prior to any termination, cancellation or lapse of coverage and must provide the Administrative Agent with the right (but not the obligation) to cure any non-payment of premium. Borrower will cause each medical technician and physician providing services to Holdings, its Subsidiaries, Minority Investments or Professional Services Affiliates to obtain and maintain appropriate professional liability insurance during the period in which such services are provided.

(b) Maintain (and at least annually review the sufficiency of) a disaster recovery and contingency plan that addresses such Person’s plans for continuing operations upon the occurrence of a natural disaster or other event that destroys or prevents the use of or access to such Person’s primary computer systems, information databases, software applications, business records and operations facility. Such contingency plan at all times must be in form and substance reasonably acceptable to the Administrative Agent. Upon request, but, unless an Event of Default has occurred and is continuing, not more than once per calendar year, provide the Administrative Agent with a current copy of such plan.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with IFRS consistently applied shall be made of all financial transactions and matters involving the assets and business of Holdings or such Subsidiary or Minority Investment, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of each Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and

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accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower (provided that, absent a Default the Borrower shall not be required to pay for more than one such inspection per calendar year) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists any Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for the following purposes and not for any other purpose: (a) to finance the Related Transactions; (b) to pay or fund any costs, fees and expenses incurred in connection with the Transactions; and (c) with respect to only Revolving Credit Borrowings, for Permitted Acquisitions and general corporate and working capital purposes.

6.12 Covenant to Guarantee Obligations and Give Security. Upon (a) the request of the Administrative Agent following the occurrence and during the continuance of a Default, (b) the formation or acquisition of any new direct or indirect Material Subsidiaries or Minority Investments by any Loan Party, (c) the Borrower’s designation of a Subsidiary as a “Material Subsidiary” as referred to in the definition of “Material Subsidiary”, (d) the acquisition of any property (including Equity Interests) by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties or (e) the entry into a new Management Services Agreement with a PC Entity, then in each case at the Borrower’s expense:

(i) in connection with the formation or acquisition referenced in (b) – (e) above, within ten (10) days after such formation or acquisition or entry, cause each such Material Subsidiary or Minority Investment or PC Entity, and cause each direct and indirect parent of any such Material Subsidiary or Minority Investment (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents (other than any Excluded Swap Obligations);

(ii) within ten (10) days after such request, formation or acquisition or entry, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Material Subsidiaries, Minority Investments in detail satisfactory to the Administrative Agent;

(iii) within fifteen (15) days after such request, formation or acquisition or entry, duly execute and deliver, and cause each such Material Subsidiary or Minority Investment or PC Entity and each direct and indirect parent of such Material Subsidiary or Minority Investment (if it has not already done so) to duly execute and deliver to the Administrative Agent mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Equity Interests in and of such Material Subsidiary or Minority Investment, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Material Subsidiary or Minority Investment or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iv) within thirty (30) days after such request, formation or acquisition or entry, take, and cause such Material Subsidiary or Minority Investment or PC Entity or the parent(s) of such Material Subsidiary or Minority Investment to take, whatever action (including, without limitation,

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the recording of mortgages, the filing of UCC or PPSA financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms;

(v) as promptly as practicable (i) notify the Administrative Agent (on the First Amendment Effective Date or thereafter with respect to later properties and locations) of (A) the location of the Borrower’s or Holdings’ headquarters (or any change in such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $300,000 stored or located therein or thereon, or that is otherwise material to the operations of Holdings and its Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and Holdings), and (ii) use commercially reasonable efforts to deliver to the Administrative Agent landlord lien waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above having fixed assets with a book or fair market value (whichever is greater) of $750,000 or more; and

(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements.

Notwithstanding the foregoing, in no event shall any Loan Party be required to provide as Collateral any fee-owned real property or any assets constituting “Excluded Assets” under, and as defined in, the Security Agreements.

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither Holdings nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

6.14 Payment of Taxes, Etc. Pay and discharge before the same shall become delinquent, (a) all Taxes, assessments and governmental charges or levies imposed upon it or upon its property and (b) all lawful claims that, if unpaid, might by law become a Lien (other than Permitted Liens) upon its property; provided, however, that no Loan Party shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

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6.15 Further Assurances. Promptly upon request by any Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16 Cash Management Systems. (a) At all times:

(i) maintain deposit accounts (“Collection Accounts”) only at banks reasonably approved in advance by the Administrative Agent and only permit authorized signatories on each Collection Account who are reasonably approved in advance by the Administrative Agent;

(ii) provide the Administrative Agent with the account name and number with respect to each deposit account of a Loan Party within two (2) Business Days after opening or acquiring any such account, along with the authorized signatories on each such account;

(iii) direct all account debtors or other payment obligors of any Loan Party that pay by wire, ACH or other electronic funds transfer to directly remit all payments on each Loan Party’s accounts directly to a Collection Account and immediately deposit in a Collection Account all payments received from account debtors or made for inventory or other payments constituting proceeds of Collateral received in the identical form in which such payment was made, whether by cash or check;

(iv) irrevocably direct all account debtors or other payment obligors of any Loan Party that pay such Loan Party by cash or check to directly remit all payments on such Loan Party’s accounts to a Collection Account and otherwise deposit all such cash or checks received into a Collection Account; and

(v) ensure that no Person other than the Administrative Agent, for the benefit of the Secured Parties, has “control” (within the meaning of Section 9-104 of the UCC) or dominion over any deposit account of the Loan Parties.

(b) At all times, ensure that:

(i) all receivables from governmental Third Party Payor Programs are deposited by the applicable Third Party Payor, or the party which is legally entitled to the payment of the same, into separate Collection Accounts (the “Government Collections Accounts”) and not commingled with any other funds;

(ii) all Collection Accounts are subject to a “hard” account control agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which on each Business Day all amounts on deposit in such Collection Accounts, including without limitation, the Government Collections Accounts, constituting good funds shall be automatically swept to a single

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account of the Borrower maintained at Compass Bank (with respect to Akumin Imaging Texas, LLC and each Subsidiary thereof that is a Loan Party), PNC Bank, National Association (with respect to other Loan Parties), or such other banks as are reasonably approved by the Administrative Agent (each such account, a “Concentration Account”); and

(iii) each Concentration Account is subject to a “springing” account control agreement in form and substance reasonably satisfactory to Agent.

(c) Within sixty (60) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the First Amendment Effective Date or ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) of any Permitted Acquisition of an entity having deposit accounts, take such actions as the Administrative Agent may request in order to ensure that the Administrative Agent has “control” (within the meaning of Section 9-104 of the UCC) or dominion, for the benefit of the Secured Parties, over each deposit account of the Loan Parties or such acquired entity, other than Excluded Accounts, provided “control” over any Government Collections Account shall be revocable by the applicable Loan Party to the extent required by Law.

6.17 Lender Meeting. Representatives of each Loan Party will participate in (a) one meeting with the Administrative Agent and the Lenders per year, which meeting may be held by phone or at such time and place as may reasonably be determined by the Administrative Agent and agreed to by such representatives, (b) upon request of the Required Lenders, up to two additional meetings with the Administrative Agent and the Lenders per year and (c) such other meetings with the Administrative Agent and the Lenders as may be requested by the Required Lenders at any time during the existence and continuance of any Default or Event of Default.

6.18 Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries or Minority Investments is entitled to make under such Material Contract.

6.19 Management Changes. If any individual that is a Senior Officer is terminated, resigns or otherwise ceases to have the management responsibilities and duties customarily associated with such office, then such Loan Party will (a) notify the Administrative Agent in writing within 10 calendar days thereof and (b) use best efforts to replace such individual within 90 calendar days of such termination, resignation or other change.

6.20 Management Services Agreement.

(a) The Borrower will give prompt notice (and in any event within three (3) Business Days) to the Administrative Agent of any cancellation or termination of any Management Services Agreement or any written notice of cancellation or termination given or received by any Loan Party or any amendment or other modification thereto or any other action in connection with the Management Services Agreement that could reasonably be expected to affect the Lenders. If any new Management Services Agreement (or similar agreement, however styled) is entered into after the Closing Date (in accordance with Section 7.10(b)), it shall be compliant with the PC Entity Requirements as reasonably determined by the Administrative Agent in advance and Holdings or the Borrower shall cause a Collateral Assignment of Management Services Agreement in form and substance reasonably satisfactory to the Administrative Agent to be executed and delivered to the Administrative Agent.

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(b) If at any time Holdings or any Subsidiary or Minority Investment obtains a valuation report with respect to the management fee paid in accordance with any Management Services Agreement and/or the commercial reasonableness of the services being provided thereunder (a “Valuation Report”), the Borrower shall promptly deliver a copy of such Valuation Report to the Administrative Agent. If such Valuation Report states that the management fee being paid pursuant to any Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect), the Loan Parties shall have ninety (90) days to either (i) take corrective action to address the issues identified in such Valuation Report to the satisfaction of the Administrative Agent or (ii) deliver a new Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement results in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect). During such ninety (90) day period, no Default shall be deemed to exist solely as a result of the Valuation Report stating that the management fee being paid pursuant to such Management Services Agreement will not result in a fair market value management fee being paid to the applicable Loan Party (or words of similar effect) or that the services provided thereunder are not commercially reasonable (or words of similar effect).

6.21 [Reserved].

6.22 Healthcare Reimbursement Exclusions. Promptly, and in any event within ten (10) Business Days, after Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates receives written notice threatening that it may become or its otherwise subject to any action or proceeding that could reasonably be expected to result in any of them becoming excluded, suspended, terminated or debarred from any Third Party Payor, notice thereof to the Administrative Agent describing such exclusion and the circumstances giving rise thereto.

6.23 Medicare/Medicaid Communications. Within ten (10) days after receipt by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, of any Medicare, Medicaid or other licensing, accreditation or ranking agency survey, report, warning letter, or notice, that identifies one or more deficiencies that require the expenditure of more than $100,000 to correct, the Borrower shall furnish or cause to be furnished to the Administrative Agent a copy of such survey, report, warning letter or notice together with any plan of correction generated as a result thereof and any correspondence related thereto. Holdings or such Subsidiary or Minority Investment shall correct or cause to be corrected by the date required for cure by such agency or entity (plus extensions granted by such agency or entity) any deficiency that is required for the continued licensure and/or full participation of Holdings or such Subsidiary or Minority Investment in Medicare, Medicaid or other health care program offered by an insurance company, managed care company or other Third Party Payor.

6.24 Non-Compliance. Within ten (10) days after receipt by Holdings or any Subsidiary or Minority Investment, a complete copy of any other notice or charge issued relating to the material non-compliance with Laws or other applicable Third Party Payor requirements by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates with any Governmental Authority, insurance company, managed care company, or other Third Party Payor and any other reports, materials or other information regarding or otherwise relating to the foregoing prepared by, for, or on behalf of any Loan Party relating to the Loan Documents.

6.25 Medicare Investigations. The Borrower shall notify the Administrative Agent within five (5) Business Days following a Responsible Officer’s knowledge of, or in any event not more than ten (10) days following, the occurrence of any of the following to the extent such events would have a Material Adverse Effect: (1) the notification, through letter, facsimile, telephone or other unambiguous means, of a potential investigation relating to Holdings’ or any Subsidiary or Minority Investment’s

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submission of claims to Medicare or other governmental programs; or (2) the voluntary disclosure by Holdings or any Subsidiary or Minority Investment to the Office of the Inspector General of the United States Department of Health and Human Services or a Medicare fiscal intermediary of a potential overpayment matter involving the submission of claims to such payor.

6.26 Healthcare Related Matters. If and when Holdings or any Subsidiary or Minority Investment participates in any Medicare or other Third Party Payor program, Holdings or such Subsidiary or Minority Investment shall be and remain in material compliance with all requirements for participation in, and for the licensure required to provide the goods or services that are reimbursable under, Medicare and such other Third Party Payor programs, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect. Holdings and each Subsidiary and Minority Investment is and shall remain in conformance in all material respects with all insurance, reimbursement and cost reporting requirements, and, if applicable, Holdings and each Subsidiary and Minority Investment shall have current supplier billing numbers that are in full force and effect under Medicare, in each case, unless the failure to do so would not be expected to have a Material Adverse Effect.

6.27 Compliance Plan. Maintain a corporate compliance and ethics program (“CCP”) which addresses the requirements of applicable Laws (including Healthcare Laws) in the reasonable opinion of health care regulatory counsel to the Borrower, includes at least the following components and will allow the Administrative Agent and/or any outside consultants from time to time to review such CCP, provided that, for the avoidance of doubt, nothing herein shall require a disclosure of any information documents, data or other material to the extent such disclosure is prohibited by applicable Law in the reasonable opinion of health care regulatory counsel to the Borrower or would result in the waiver of any privilege: (i) standards of conduct and procedures that describe compliance policies regarding Healthcare Laws with an emphasis on prevention and detection of health care “fraud and abuse” violations and HIPAA; (ii) a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitations, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP.

6.28 Related Documents. Perform and observe all terms and provisions of each Related Document to be performed or observed by it and take all such action to such end as may be from time to time requested by the Administrative Agent.

6.29 Sanctions. The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

6.30 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which Holdings or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse (other than a lapse as a result of the expiry of such lease in accordance with its terms) or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

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6.31 CIA Compliance. Comply in all respects with the Existing CIA.

6.32 Interest Rate Protection. Not later than 60 days after the Closing Date (as such date may be extended by the Administrative Agent, in its sole discretion), enter into and maintain at all times thereafter for a period of not less than three years, interest rate Swap Contracts with Persons acceptable to the Administrative Agent in an amount equal to at least 50% of the aggregate principal amount of the Term Facilities.

ARTICLE VII

NEGATIVE COVENANTS

Until the Termination Date, each of Holdings, the Borrower and each other Loan Party shall not, nor shall they permit any other Subsidiary or Minority Investment or Professional Services Affiliate to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the UCC or PPSA of any jurisdiction a financing statement that names any Loan Party as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing as of the First Amendment Effective Date and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount not increased, (iii) none of the Loan Parties or their Subsidiaries or Minority Investments not a direct or contingent obligor on the Closing Date shall become a direct or contingent obligor and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);

(c) Permitted Liens;

(d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;

(g) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

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(h) any Lien existing on any property or asset (and the proceeds thereof) prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary, (iii) such Lien does not materially interfere with the use, occupancy and operation of any such asset, and (iv) the Indebtedness secured by any such Lien is permitted by Section 7.02(h);

(i) other Liens securing the portion of Indebtedness permitted by Section 7.02(g) permitted to be secured; provided that no such Lien shall extend to or cover any asset that constitutes (or is required to constitute) Collateral; and

(j) Liens granted by Akumin FL securing the Alaris Note, so long as either (i) the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent or (ii) the Akumin FL Note has been paid in full and terminated.

7.02 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice;

(b) intercompany Indebtedness owing (i) by a Loan Party to a Loan Party, (ii) by a non-Loan Party to a non-Loan Party, (iii) by a non-Loan Party to a Loan Party (so long as the Investment by such Loan Party is permitted by Section 7.03 and such Indebtedness shall constitute Pledged Debt and be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents) or (iv) by a Loan Party to a non-Loan Party that is subordinated to the Obligations of such Loan Party under the Facilities in a manner reasonably satisfactory to the Administrative Agent;

(c) Indebtedness under the Loan Documents;

(d) Indebtedness outstanding on First Amendment Effective Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct and contingent obligors thereof shall not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does not exceed the then applicable market interest rate;

(e) Guarantees of Holdings or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Holdings or any wholly-owned Subsidiary; and

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(f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(g); provided, however, that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed the greater of (i) $20,000,000 and (ii) 30% of Consolidated Fixed Assets (which may be measured pro forma for the assets acquired with any such Indebtedness, including via a Permitted Acquisition, as demonstrated in a manner reasonably satisfactory to the Administrative Agent);

(g) Indebtedness not included in any other paragraph of this Section 7.02 in an aggregate principal amount at any time outstanding not to exceed $15,000,000, up to $7,500,000 of which may be secured by Liens permitted by Section 7.01(i);

(h) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.03 so long as any such Indebtedness (i) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets and (ii) none of the Borrower nor any Subsidiary (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person or such Person’s Subsidiaries) shall have any liability or other obligation with respect to such Indebtedness; provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $10,000,000;

(i) Indebtedness under the Alaris Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent; and

(j) to the extent constituting Indebtedness, Earnout Obligations incurred in connection with any 2019 Acquisition or any Permitted Acquisition.

7.03 Investments. Make or hold any Investments, except:

(a) Investments held by Holdings or such Subsidiary in the form of Cash Equivalents;

(b) advances to officers, directors and employees of Holdings and Subsidiaries in an aggregate amount not to exceed $200,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments (i) by any Loan Party or any Subsidiary in any Loan Party, so long as, in the case of an Investment made by a non-Loan Party in a Loan Party in the form of Indebtedness owing by such Loan Party, such Indebtedness is permitted to be incurred by the relevant Loan Party pursuant to Section 7.02(b)(iv), (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is also not a Loan Party, or (iii) by any Loan Party in any Subsidiary that is not a Loan Party in an amount not to exceed $5,000,000 in the aggregate at any time outstanding; provided that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.03, no Investment may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) in Akumin FL or any of its Subsidiaries other than (x) Investments outstanding on the First Amendment Effective Date and (y) Investments under the Akumin FL Note permitted by Section 7.03(n);

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

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(e) Guarantees permitted by Section 7.02;

(f) Investments existing on First Amendment Effective Date and set forth on Schedule 7.03(f);

(g) Investments by the Borrower in Swap Contracts permitted under Section 7.02(a);

(h) other Investments by the Borrower and its Subsidiaries so long as (i) in the case of any Acquisition, such Acquisition shall constitute a Permitted Acquisition, (ii) no Default or Event of Default has occurred and is continuing at the time of, or would result from, such Investment and (iii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Leverage Ratio is less than or equal to 3.50 to 1.00 at the time of such Investment;

(i) any Investment paid for using Equity Interests of Holdings or cash or Cash Equivalents provided such cash or Cash Equivalents paid do not exceed $500,000;

(j) [Reserved.]

(k) Investments in the form of Permitted Acquisitions; provided that if any Person to be acquired shall not be merged into a Loan Party or shall not be required to become a Guarantor, or any assets to be acquired will not be owned by a Loan Party, then the portion of the consideration for such Permitted Acquisition allocable to such non-Loan Party and non-Collateral assets (as reasonably agreed by the Borrower and the Administrative Agent) shall be required to be incurred under, and constitute usage of, either Section 7.03(h) or 7.03(l), as reasonably demonstrated to the Administrative Agent;

(l) other Investments not exceeding $10,000,000 at any time outstanding;

(m) Investments held by a Subsidiary that is acquired after the First Amendment Effective Date or held by a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 7.03 (other than this clause (m)) or 7.04 after the First Amendment Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

(n) any Investment by Borrower consisting of Akumin FL Loans made under the Akumin FL Note so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent (or the Alaris Note has been paid in full and terminated); provided that such Akumin FL Loan (i) may not be advanced by the Borrower to Akumin FL if a Default or Event of Default shall have occurred and be continuing, (ii) shall be secured by the assets of Akumin FL pursuant to the Akumin FL Security Agreement and (iii) shall constitute (along with the Akumin FL Note) Pledged Debt as security for the Obligations under the Loan Documents and the Akumin FL Note shall have been delivered to the Administrative Agent pursuant to the terms of the Security Agreement.

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7.04 Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any wholly-owned Subsidiary of the Borrower may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other wholly-owned Subsidiaries of the Borrower, provided that if a Loan Party is a party to such transaction, the survivor shall be or become a Loan Party;

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or to another Loan Party; provided that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.04 or of Section 7.05, no Disposition may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) to Akumin FL or any of its Subsidiaries; and

(c) the Borrower, Holdings and their respective Subsidiaries may consummate the Related Transactions.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to Holdings or to a wholly-owned Subsidiary, provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; provided further that from the First Amendment Effective Date until the date on which both the Alaris Note is paid in full and terminated (without any further commitments thereunder) and the Alaris/Agent Subordination Agreement is terminated, notwithstanding the foregoing or any other provision of this Section 7.05 or of Section 7.04, no Disposition may be made by the Borrower or any of its Subsidiaries (other than Akumin FL and its Subsidiaries) to Akumin FL or any of its Subsidiaries;

(e) Dispositions permitted by Section 7.04(b);

(f) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement;

(g) licenses or sublicenses with respect to intellectual property (subject to any Lien of the Collateral Agent on such intellectual property securing the Obligations), leases or subleases, in each case granted to third parties in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties;

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(h) the termination, surrender or sublease of real estate leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary, taken as a whole;

(i) the abandonment or other disposition of immaterial intellectual property rights (including allowing any registrations or any applications for registration of any intellectual property rights to lapse or go abandoned) to the extent the Borrower determines in its reasonable business judgment that (i) such intellectual property rights are not commercially reasonable to maintain under the circumstances and (ii) such disposition would not materially and adversely affect the business of the Borrower and its Subsidiaries;

(j) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(k) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;

(l) Dispositions consisting of Sale and Leaseback Transactions not prohibited by Section 7.24; and

(m) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (m) in any fiscal year shall not exceed $7,500,000, and (iii) not less than 75% of the consideration paid by the buyer in connection with the Disposition of such asset shall be paid to the Borrower or such Subsidiary in cash;

provided, however, that any Disposition pursuant to this Section 7.05 (other than pursuant to clauses (a), (d), (e), (h), (i), (j), or (k)) shall be for no less than the fair market value of such property at the time of such Disposition.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Subsidiary and Minority Investment may make Restricted Payments to Holdings, any Subsidiaries of Holdings that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary or Minority Investment, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(d) [reserved];

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(e) any other Restricted Payment may be made by Holdings or any of its Subsidiaries so long as (i) no Default shall have occurred and be continuing or would result therefrom, (ii) after giving pro forma effect thereto (based on financial results for the most recently ended fiscal quarter for which financial statements are required to have been delivered and giving effect thereto and to all other pro forma adjustments, including any incurrence and/or repayment of Indebtedness in connection therewith), both (x) the Consolidated Fixed Charge Coverage Ratio is not less than the maintenance level required to be satisfied as of the last day of the Fiscal Quarter in which such Restricted Payment is made pursuant to Section 7.20(b) and (y) the Consolidated Total Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the aggregate amount of all Restricted Payments made pursuant to this clause (e) after the First Amendment Effective Date shall not exceed Cumulative Retained Excess Cash Flow as of the date of any such Restricted Payment; and

(f) Borrower may declare and make (and each Subsidiary of Holdings may declare and make to enable Borrower to do the same) Restricted Payments, directly or indirectly, to Akumin Holdings Corp. and Holdings, so that each of them may, and each of them shall be permitted to, pay, or make distributions to any parent entity to pay (directly or indirectly), any Taxes that are due and payable by, or are attributable to, Holdings and its Subsidiaries;

provided that notwithstanding anything to the contrary in this Agreement, in no event shall the proceeds of any Incremental Increase be utilized to fund the making of any Restricted Payment.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Holdings and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings or such Subsidiary or Minority Investment as would be obtainable by Holdings or such Subsidiary or Minority Investment at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary or Minority Investment to make Restricted Payments to Holdings or any Guarantor or to otherwise transfer property to or invest in Holdings or any Guarantor, (ii) of any Subsidiary or Minority Investment to Guarantee the Indebtedness of Holdings or (iii) of Holdings or any Subsidiary or Minority Investment to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10 Amendments of Organization Documents and Agreements.

(a) Amend any of its Organization Documents (other than to change its name as permitted by Section 7.18 hereof) without the prior written consent of the Administrative Agent; or

(b) Except as required by Law, (i) amend, modify or otherwise change any provision of the Management Services Agreements without the prior written consent of the Administrative Agent or (ii) terminate the Management Services Agreements, unless such amendment, modification or change is necessary or advisable to comply with applicable Laws.

7.11 Accounting Changes. Make any change in (i) accounting policies or reporting practices, except as required by IFRS or applicable generally accepted accounting principles (it being agreed that a conversion from IFRS to GAAP as provided by Section 1.02(a) shall be permitted), or (ii) Fiscal Year, except to change the Fiscal Year of any Loan Party to December 31.

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7.12 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments or redemptions of Indebtedness listed on Schedule 7.02, or amend, modify or change in any manner any term or condition of any such Indebtedness listed on Schedule 7.02, (iii) Indebtedness repaid using the purchase price proceeds of the Acquisition Agreement in accordance with the terms of the Acquisition Agreement or (iv) Indebtedness repaid by Akumin FL on the Akumin FL Note or the Alaris Note when due in accordance with their respective terms and the Alaris Subordination Agreement (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

7.13 Prepayments and Amendments.

(a) Prepay amounts not then due and owing under the Alaris Note; or

(b) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement, or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement, agree in any manner to any other amendment, modification or change of any term or condition of any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement or increase the amount of the Akumin FL Note above $5,000,000 or take any other action in connection with any Related Document, the Alaris Note, the Akumin FL Note or the Alaris Subordination Agreement that would impair the value or the interest or rights of any Loan Party thereunder or that would be materially adverse to, or impair the rights or interests of, any Agent or any Lender.

7.14 Partnerships, Etc. Except as set forth on Schedule 7.14 as of the Closing Date, become a general partner in any general or limited partnership or joint venture.

7.15 Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

7.16 Formation of Subsidiaries. Organize or invest in any new Subsidiary or Minority Investment without the prior written consent of the Administrative Agent, unless such Investment is permitted pursuant to the terms hereof (including Section 7.03) and, with respect to any such action, Holdings causes such Subsidiary or Minority Investment to comply with Section 6.12.

7.17 Negative Pledge. Enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) in favor of the Administrative Agent or (b) in connection with (i) any purchase money Indebtedness permitted by Section 7.02(f) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (ii) any Capitalized Lease permitted by Section 7.02(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iii) Liens existing on the date hereof and described on Schedule 7.01(b) hereto, or (iv) Liens granted by Akumin FL securing the Alaris Note (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

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7.18 Changes in Locations; Name, etc. (a) Change the location of its chief executive office/chief place of business or (b) change its name or change the location where it maintains its records, unless, in either case, it shall have given the Administrative Agent at least 30 days prior written notice thereof and shall have delivered to the Administrative Agent all UCC and PPSA financing statements and amendments thereto as the Administrative Agent shall request and taken all other actions deemed reasonably necessary by the Administrative Agent to continue its perfected security interest in the Collateral.

7.19 Holdings. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of the Borrower and its Subsidiaries and other Investments, (ii) the performance of the Loan Documents, (iii) providing guarantees permitted under Section 7.02(e) hereof, (iv) the provision of corporate services to the Borrower and its Subsidiaries and other Investments (such as licensing of intellectual property rights and senior management services and, to the extent required by third parties in the ordinary course of business of the Borrower and its Subsidiaries, entering into or guaranteeing leases of real property to be utilized by the Borrower, any Subsidiary or any Professional Services Affiliate or guaranteeing obligations of the Borrower, any Subsidiary or any Professional Services Affiliate that are incurred in the ordinary course of business, to the extent such guarantees are permitted hereunder) and (v) those related to being an offering corporation, reporting issuer and a Person listed on a recognized stock exchange.

7.20 Financial Covenants.

(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2019) set forth below to exceed the ratio indicated:

Fiscal Quarter	Maximum Consolidated Total Leverage Ratio
June 30, 2019 to June 30, 2020	5.75:1.00
September 30, 2020 to June 30, 2021	5.50:1.00
September 30, 2021 to June 30, 2022	5.00:1.00
September 30, 2022 to June 30, 2023	4.75:1.00
September 30, 2023 and thereafter	4.50:1.00

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.20:1.00 as of the last day of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2018).

7.21 ERISA.

(a) Permit the affairs of any Loan Party to be conducted so that the underlying assets of the any Loan Party constitutes “plan assets” within the meaning of the Plan Asset Rules.

(b) Permit the occurrence or reasonably expected occurrence of an ERISA Event that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

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(d) Maintain, contribute to, or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan.

7.22 Cash Management. Modify, or permit any change to, the cash management systems described in Section 6.16 (including, without limitation, any modification or revocation of any sweep arrangements pertaining to a Collection Account) without the prior written consent of the Administrative Agent.

7.23 OFAC; USA Patriot Act. Fail to comply with the Laws, regulations and executive orders referred to in Section 5.30. No Loan Party, Subsidiary or PC Entity, nor to the knowledge of the Loan Party, any director, officer, agent, employee, or other Person acting on behalf of the Loan Party, any Subsidiary or any PC Entity, will request or use the proceeds of any Loan or Letter of Credit, directly or indirectly, (A) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, and other similar anti-bribery and anti-corruption legislation in other jurisdictions, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or Canada, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, PC Entity, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the transaction of any Sanctions.

7.24 Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may enter into Sale and Leaseback Transactions so long as the Attributable Indebtedness is permitted under Section 7.02 and the corresponding Lien is permitted under Section 7.01.

7.25 Hazardous Materials. Permit, cause or suffer to exist any Release of any Hazardous Material at, to or from any of its properties that would violate or form the basis of Environmental Liability, other than such violations or liabilities that would not, in the aggregate, reasonably be expected to result in Material Adverse Effect.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default hereunder:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of or interest on any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within two (2) days after the same becomes due, any fee due or other amount payable hereunder or under any other Loan Document; or

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(b) Specific Covenants. The Borrower or any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.16(b) or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for fifteen (15) days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(e) Cross-Default. (i) Any Loan Party or any of its Subsidiaries or Minority Investments (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Holdings or any Subsidiary or Minority Investment is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary or Minority Investment as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries or Minority Investments institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; makes a proposal to its creditors or files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

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(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries or Minority Investments becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any of its Subsidiaries or Minority Investments (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount, or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. Any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules; or

(j) ERISA Event. (i) An ERISA Event shall occur or be reasonably expected to occur that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect; or (ii) permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

(k) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(l) Change of Control. There occurs any Change of Control; or

(m) Collateral Document. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

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(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of any Event of Default described in either of Section 8.01(f) or (g), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Agents in their capacities as such ratably among them in proportion to the amounts described in this clause First payable to them;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and any amounts owed under any Hedge Agreement and any Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, and, if applicable, any Lender Counterparties in proportion to the respective amounts described in this clause Fourth held by them, provided that no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Swap Obligations of such Guarantor;

Fifth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Agents and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

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ARTICLE IX

ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

(a) Each of the Lenders and each L/C hereby irrevocably appoints BBVA to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding any other provision of this Agreement, neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement or Secured Cash Management Agreement.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or Minority Investment or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

(a) Each Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its

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own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders.

(b) Each Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders hereunder and under the other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Information) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including, without limitation, any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by the Collateral Documents, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall take such action with respect to such Event of Default or Default as may be requested by the Required Lenders in accordance with Section 8.02; provided, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective

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activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and L/C Issuer appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower, L/C Issuer and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b) Any resignation by BBVA as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swing Line Lender. If BBVA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all such L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the existing L/C Issuer to effectively assume the obligations of the existing L/C Issuer with respect to such Letters of Credit.

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9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower and the other Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates which may come into the possession of the Administrative Agent.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding the Arranger shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Agents and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Agents under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Agents under Sections 2.07 and 10.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (each, a “Credit Bid”) (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code or any other Debtor Relief Law, or any similar Laws in any other jurisdictions to which Holdings or any of its Subsidiaries is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such Credit Bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, Credit Bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles; provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be Credit Bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt Credit Bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01 hereof;

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(b) to release any Guarantor from its obligations under a Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(g).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Secured Cash Management Agreements and Hedge Agreements. No Lender Counterparty that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty.

9.12 Withholding Taxes. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

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9.13 Lender ERISA Representation.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i) none of the Administrative Agent, any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

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(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c) The Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b) postpone any date scheduled for any payment of principal or interest under Sections 2.05 or 2.06, or any date fixed by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document including but not limited to the Maturity Date without the written consent of each Lender entitled to such payment;

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(c) reduce the principal of, or the rate of interest specified herein on or any Loan, L/C Borrowing or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(d) change any provision of Section 8.03 so as to alter the manner of application of any payment in respect of the Obligations or proceeds of Collateral, in each case without the written consent of each Lender directly affected thereby;

(e) waive any condition (including by virtue of any amendment, consent or waiver that otherwise would cause a condition that would not have been satisfied to be satisfied) set forth in (i) Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Revolving Lenders or (ii) Section 4.03 as to any Credit Extension of a Delayed Draw Term Loan without the written consent of the Required Term A Lenders.

(f) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Term A Lenders” without the written consent of each Lender under the applicable Facility;

(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(h) release either (i) Holdings from the Parent Guaranty or (ii) all or substantially all of the value of the Guarantees of the Subsidiaries under the Subsidiary Guaranty, in each case without the written consent of each Lender; or

(i) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders; and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the affected L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

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10.02 Notices and Other Communications; Facsimile Copies.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified on its signature page hereto, or such other office of such Lender as may be designated in writing to the Administrative Agent and the Borrower by such Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.

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(d) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower (in the absence of the gross negligence or willful misconduct of such Person). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as al L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower agrees to pay on demand (i) all costs and expenses of each Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of one primary U.S. counsel, one primary Canadian counsel and reasonably necessary local and/or regulatory counsel (limited to one regulatory counsel in any reasonably necessary specialty and to one local counsel in each reasonably necessary jurisdiction) for the Agents and the Arrangers with respect thereto, with respect to advising such Agent as to its rights and responsibilities,

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or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with the Loan Parties or with other creditors of the Loan Parties arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent, the Arranger, each Lender and the L/C Issuer (and each Related Party of each Agent, the Arranger and each Lender) in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Agents, the Arranger, the Lenders and the L/C Issuer, (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)).

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each other Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of (A) one primary U.S. counsel and one primary Canadian counsel for the Indemnitees (taken as a whole), (B) one local counsel in each relevant jurisdiction, (C) one special or regulatory counsel in each relevant specialty and (D) in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (A) through (C) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant specialty)), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or any Environmental Liability related in any way to Holdings or any of its Subsidiaries, Minority Investments or Professional Services Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party have obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

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(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(c).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and

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each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans, participations in L/C Obligations and in Swing Line Loans); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (with respect to assignments of the Revolving Credit Facility) or $1,000,000 (with respect to assignments of either Term Facility), (ii) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and, in any case, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis (it being understood that after the First Amendment Effective Date and during the Delayed Draw Availability Period, any assignment of the Term A Facility will include both outstanding Initial Term A Loans and unfunded Delayed Draw Term Commitments on a ratable basis), (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances

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occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(c) Consents. No consent shall be required for any assignment except any consent in proviso (i) to clause (b) above regarding minimum assignment amounts and:

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(iii) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(d) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. It is the intention of this Agreement that the Loans will be in registered form for United States federal income tax purposes and this Agreement shall be interpreted to further that intention.

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(e) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or Holdings or any of Holdings’ Affiliates or Subsidiaries, Minority Investments or Professional Services Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.04 or 3.01 with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time BBVA or any other L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), (i) such Person may, upon 30 days’ notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) BBVA may, upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of BBVA or the applicable L/C Issuer as an L/C Issuer or Swing Line Lender, as the case may be. If BBVA or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If BBVA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to BBVA to effectively assume the obligations of BBVA with respect to such Letters of Credit.

(i) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

(j) Notwithstanding anything to the contrary contained herein, any Lender other than a Lender that is then a Defaulting Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.11. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this

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Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Administrative Agent, and the Lenders may disclose the existence of this Agreement and information about this Agreement (A) to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions and (B) in advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and the circulation of similar promotional materials, on and following the First Amendment Effective Date in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and the Loan Parties (or any of them), (ii) the Documentation Agents and their respective Affiliates’ titles and roles in connection with the Transactions and (iii) the amount, type and closing date of the Commitments and the Loans. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent, or any Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Administrative Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (including without limitation, the Criminal Code (Canada)) (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied shall remain outstanding.

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10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH LOAN PARTY A PARTY HERETO (OTHER THAN HOLDINGS) HEREBY IRREVOCABLY APPOINTS HOLDINGS, AND HOLDINGS HEREBY IRREVOCABLY APPOINTS CT CORPORATION (THE “PROCESS AGENT”) IN EACH CASE TO RECEIVE, FOR IT AND ON ITS BEHALF, SERVICE OF PROCESS IN ANY PROCEEDINGS HEREUNDER. IF FOR ANY REASON THE PROCESS AGENT IS UNABLE TO ACT AS SUCH, HOLDINGS SHALL WITHIN THIRTY (30) DAYS APPOINT A SUBSTITUTE PROCESS AGENT LOCATED IN THE STATE OF NEW YORK AND SHALL GIVE NOTICE OF SUCH APPOINTMENT TO THE AGENTS.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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10.16 USA Patriot Act and Canadian AML Acts’ Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act or any Canadian AML Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party, information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act and the Canadian AML Acts. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Canadian AML Acts.

10.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

10.18 Additional Titles. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Lead Arranger and Bookrunner shall have no duties or responsibilities in their capacity as such hereunder and such Persons shall not have or be deemed to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations of the Lead Arranger or Bookrunner shall be construed to exist in this Agreement or any other Loan Document.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day

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preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable Law).

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AKUMIN INC., as Holdings

By:

Name:

Title:

AKUMIN CORP., as the Borrower

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as

Administrative Agent

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANK, as a Lender

By: 

Name:

Title:

By: 

Name:

Title:

Lending Office:

[        ]

Notices:

[        ]

[SIGNATURES CONTINUED ON NEXT PAGE][¹]

¹ NTD: Additional Lender signature pages to be provided.

Annex II

(Amendment No. 1 to Loan Documents)

[Schedules to Credit Agreement]

See attached.

Annex II

SCHEDULES TO THE CREDIT AGREEMENT

(as amended by the First Amendment to Loan Documents dated as of May 31, 2019)

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

COMPASS BANK d/b/a BBVA COMPASS

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

and

BBVA SECURITIES INC., as Lead Arranger and Sole Bookrunner

[REDACTED FOR CONFIDENTIALITY REASONS]

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Revolving Credit Lender	Revolving Credit Commitment		Applicable Percentage (Revolving Credit Facility)
Compass Bank	$	30,000,000.00		60.000000000	%
Bank of Nova Scotia	$	8,000,000.00		16.000000000	%
BankUnited, N.A.	$	7,000,000.00		14.000000000	%
National Bank of Canada	$	5,000,000.00		10.000000000	%
Total:	$	50,000,000.00		100.000000000	%

Term A Lender	Delayed Draw Term Commitment		Term A Commitment (Initial Term A Loans)		Applicable Percentage (Term A Facility)
Bank of Nova Scotia	$	7,000,000.00	$	25,000,000.00		48.484848485	%
BankUnited, N.A.	$	6,000,000.00	$	12,000,000.00		27.272727273	%
National Bank of Canada	$	3,000,000.00	$	13,000,000.00		24.242424242	%
Total:	$	16,000,000.00	$	50,000,000.00		100.000000000	%

Term B Lender	Term B Commitment		Applicable Percentage (Term B Facility)
Compass Bank	$	90,000,000.00		33.834586466	%
BankUnited, N.A.	$	10,000,000.00		3.759398496	%
Comvest Capital IV, L.P.	$	51,391,500.00		19.320112782	%
Whitehorse Onshore Credit Opportunities I SPV, LLC	$	24,000,000.00		9.022556391	%
Swiss Capital HYS Private Debt Fund L.P.	$	14,000,000.00		5.263157895	%
WhiteHorse Finance Credit I, LLC	$	13,700,000.00		5.150375940	%
H.I.G. WhiteHorse TriStar Credit, LLC	$	10,000,000.00		3.759398496	%
H.I.G. Whitehorse Trinity Credit, LLC	$	8,500,000.00		3.195488722	%
MPS Holdco UK Limited	$	7,340,000.00		2.759398496	%
HGC SPV, LLC	$	7,000,000.00		2.631578947	%
H.I.G. WhiteHorse Principal Lending Offshore Holdings, LLC	$	6,060,000.00		2.278195489	%
A-CAP Investments Rated LLC	$	5,000,000.00		1.879699248	%
Great Lakes KCAP F3C Senior, LLC	$	3,750,000.00		1.409774436	%
BCSSS Holdco UK Limited	$	3,660,000.00		1.375939850	%
Comvest Capital IV (Luxembourg) Master Fund, SCSP	$	3,608,500.00		1.356578947	%
H.I.G. WhiteHorse Principal Lending Holdings, LLC	$	2,940,000.00		1.105263158	%
Thorney Island Limited Partnership	$	2,800,000.00		1.052631579	%
Great Lakes KCAP Funding I, LLC	$	2,250,000.00		0.845864662	%
Total:	$	266,000,000.00		100.000000000	%

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

AKUMIN INC., as Holdings,

AKUMIN CORP., as Borrower

8300 W. Sunrise Boulevard

Plantation, FL, 33322

Attention: Riadh Zine

Telephone: 954-577-6000

Facsimile: 954-577-5816

Electronic Mail: riadh.zine@akumin.com

ADMINISTRATIVE AGENT:

For payments and Requests for Credit Extensions:

Administrative Agent’s Office (

Attention: LD&FC Agency Services

Facsimile: 205-524-9604

Electronic Mail: ldfcagencyservices.us@bbva.com]

USD PAYMENT INSTRUCTIONS:

Bank Name: Compass Bank

Address: 8333 Douglas Ave, 2nd FL, Dallas, TX 75225

ABA #:113010547

Account Name: Agency Services Wire GL

Account Number: 90173032

Attn: Agency Services

Reference: Akumin Corp.

For delivery of financial statements and Compliance Certificates pursuant to Sections 6.01 and 6.02:

Kyle L. Sederstrom

BBVA Compass—Middle Market

Vice President—Corporate Relationship Manager

Fort Worth—Two Museum Place

3131 West 7th Street, Suite 200

Fort Worth, Texas 76107

Telephone: 817 735 0979

Facsimile: 817 375 3535

Electronic Mail: kyle.sederstrom@bbva.com

For delivery of other Notices to Administrative Agent:

COMPASS BANK d/b/a BBVA COMPASS

Attention: Kyle Sederstrom

Electronic Mail: ldfcagencyservices.us@bbva.com, kyle.sederstrom@bbva.com, and ny.us.syndicated.finance.group@bbva.com.

EX-99.28

Exhibit 99.28

Akumin Reports on Voting Results from its 2019 Annual Meeting

June 21, 2019 – Toronto, ON – Akumin Inc. (“Akumin” or the “Corporation”) (TSX: AKU.U; AKU) held its annual meeting of shareholders (the “Meeting”) in Toronto, Ontario on June 21, 2019. A total of 36,006,512 shares, representing approximately 57.42% of shares outstanding, were represented in person or by proxy.

Further to TSX reporting requirements, the voting in relation to the election of directors was conducted at the Meeting and the results were as follows:

Nominee	Votes For	Votes Withheld	Not Voted
	#	#	#
Thomas Davies	35,956,333 (100.000%)	0 (0.000%)	2,560
Stan Dunford	35,956,333 (100.000%)	0 (0.000%)	2,560
Murray Lee	33,146,393 (92.185%)	2,809,940 (7.815%)	2,560
James Webb	35,956,333 (100.000%)	0 (0.000%)	2,560
Riadh Zine	35,956,333 (100.000%)	0 (0.000%)	2,560

The appointment of the auditors, as described in the Company’s management information circular dated May 20, 2019, was duly approved by the requisite number of votes.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

EX-99.29

Exhibit 99.29

Akumin to Host Second Quarter 2019 Financial Results Call on August 14, 2019

August 7, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Company”) will host a conference call at 8:30 a.m. Eastern Time, August 14, 2019, to discuss its second quarter 2019 financial results. The Company expects to release its second quarter 2019 financial results prior to markets opening on the same day.

To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. There will also be simultaneous and archived webcasts available at akum.in/AkuminSecondQuarter2019Results. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Wednesday, August 21, 2019 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 3274765.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at

www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 2 -

EX-99.30

Exhibit 99.30

Akumin Inc.

Condensed Interim Consolidated

Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Condensed Interim Consolidated Financial Statements (Unaudited)
Condensed Interim Consolidated Balance Sheets		1
Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)		2
Condensed Interim Consolidated Statements of Changes in Equity		3
Condensed Interim Consolidated Statements of Cash Flows		4
Notes to Condensed Interim Consolidated Financial Statements		5 –28

Akumin Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited)

(expressed in US dollars unless otherwise stated)

	June 30,			December 31,
	2019			2018
	$			$
Assets
Current assets
Cash		22,017,666			19,326,412
Accounts receivable (note 5)		66,546,711			29,810,501
Prepaid expenses and other current assets		1,353,152			1,049,285
		89,917,529			50,186,198
Security deposits and other assets		2,101,741			815,450
Property and equipment (note 6)		188,894,197			55,567,588
Goodwill		332,007,046			130,539,869
Intangible assets		3,161,763			3,668,596
		616,082,276			240,777,701
Liabilities
Current liabilities
Accounts payable and accrued liabilities		23,237,842			16,865,477
Leases (note 8)		9,319,761			851,183
Senior loans payable (note 9)		3,696,442			2,867,167
		36,254,045			20,583,827
Leases (note 8)		119,072,296			3,325,832
Senior loans payable (note 9)		305,992,202			108,801,431
Subordinated notes payable (note 10)		—			1,492,233
Subordinated notes payable – earn-out (note 10)		176,908			169,642
Earn-out liability (note 7)		20,108,377			—
		481,603,828			134,372,965
Shareholders’ Equity
Common shares (note 11)		149,777,252			123,746,423
Warrants (note 11)		1,173,177			1,742,910
Contributed surplus		6,328,879			5,088,376
Deficit		(25,432,500	)		(26,640,173	)
Equity attributable to shareholders of Akumin Inc.		131,846,808			103,937,536
Non-controlling interests		2,631,640			2,467,200
		134,478,448			106,404,736
		616,082,276			240,777,701

Commitments and contingencies (note 12)

Subsequent events (note 17)

Approved by the Board of Directors

    (signed) “Riadh Zine” Director     (signed) “Tom Davies” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(1)

Akumin Inc.

Condensed Interim Consolidated Statements of Net Income (Loss) and

Comprehensive Income (Loss) (Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-month period ended June 30, 2019 $			Three-month period ended June 30, 2018 $			Six-month period ended June 30, 2019 $			Six-month period ended June 30, 2018 $
Revenue
Service fees – net of allowances and discounts		53,409,561			36,063,752			100,364,787			68,927,347
Other revenue		575,588			710,737			1,171,550			1,272,593
		53,985,149			36,774,489			101,536,337			70,199,940
Expenses
Employee compensation		18,861,241			12,308,874			36,664,262			23,653,599
Reading fees		7,779,760			4,995,074			14,766,527			9,653,203
Rent and utilities		2,306,843			3,709,664			4,198,833			7,168,973
Third party services and professional fees		3,962,815			2,786,150			7,515,396			5,702,524
Administrative		2,932,975			2,596,894			5,644,297			4,582,011
Medical supplies and other		1,674,971			1,418,655			3,142,177			2,721,359
Depreciation and amortization		6,634,916			2,164,254			12,765,139			4,271,999
Stock-based compensation		935,341			1,423,998			1,952,953			3,040,567
Interest expense		5,300,276			1,378,106			8,769,757			2,718,798
Impairment of property and equipment		—			451,315			—			638,336
Settlement costs (recoveries)		(13,850	)		75,760			(1,230,701	)		128,594
Acquisition-related costs		1,764,003			485,682			2,549,685			663,648
Public offering costs		—			709,473			—			813,545
Financial instruments revaluation and other (gains) losses		1,994,124			(71,706	)		2,051,516			(106,937	)
		54,133,415			34,432,193			98,789,841			65,650,219
Income (loss) before income taxes		(148,266	)		2,342,296			2,746,496			4,549,721
Income tax provision		269,772			207,390			545,447			303,390
Net income (loss) and comprehensive income (loss) for the period		(418,038	)		2,134,906			2,201,049			4,246,331
Non-controlling interests		543,613			698,892			993,376			1,650,637
Net income (loss) attributable to common shareholders		(961,651	)		1,436,014			1,207,673			2,595,694
Net income (loss) per share (note 15)
Basic and diluted		(0.01	)		0.02			0.02			0.05

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(2)

Akumin Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Common shares $		Warrants $			Contributed surplus $			Deficit $			Non-controlling interest $			Total equity $
Balance – December 31, 2017		83,771,904		1,310,661			2,205,784			(13,223,745	)		6,340,583			80,405,187
Acquisition of non-controlling interests		—		—			—			(18,416,229	)		(3,074,268	)		(21,490,497	)
Net income and comprehensive income		—		—			—			2,595,694			1,650,637			4,246,331
Issuance of common shares – net of issuance costs
Acquisition consideration		3,709,588		—			—			—			—			3,709,588
Public offering		32,444,362		—			—			—			—			32,444,362
Warrants exercised		604,122		(182,245	)		—			—			—			421,877
Issuance of warrants		—		734,379			—			—			—			734,379
Stock-based compensation		—		—			3,040,567			—			—			3,040,567
Payment to non-controlling interests		—		—			—			—			(2,443,294	)		(2,443,294	)
Balance – June 30, 2018		120,529,976		1,862,795			5,246,351			(29,044,280	)		2,473,658			101,068,500
Balance – December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			1,207,673			993,376			2,201,049
Issuance of common shares – net of issuance costs
Acquisition consideration		23,437,500		—			—			—			—			23,437,500
RSUs and warrants exercised		2,593,329		(569,733	)		(712,450	)		—			—			1,311,146
Stock-based compensation expense		—		—			1,952,953			—			—			1,952,953
Payment to non-controlling interests		—		—			—			—			(828,936	)		(828,936	)
Balance – June 30, 2019		149,777,252		1,173,177			6,328,879			(25,432,500	)		2,631,640			134,478,448

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(3)

Akumin Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Six-month period ended June 30, 2019 $			Six-month period ended June 30, 2018 $
Cash flows provided by (used in)
Operating activities
Net income for the period		2,201,049			4,246,331
Adjustments for
Depreciation and amortization		12,765,139			4,271,999
Stock-based compensation		1,952,953			3,040,567
Impairment of property and equipment		—			638,336
Interest expense accretion of debt		440,780			349,175
Financial instruments revaluation and other (gains) losses		2,051,516			(106,937	)
Changes in non-cash working capital
Accounts receivable		(10,961,209	)		(8,222,301	)
Prepaid expenses, security deposits and other assets		(1,335,732	)		(526,320	)
Accounts payable and accrued liabilities		388,799			(3,885,549	)
		7,503,295			(194,699	)
Investing activities
Property and equipment and intangible assets		(5,218,404	)		(3,683,809	)
Business acquisitions – net of cash acquired		(190,095,758	)		(50,000	)
Acquisition of non-controlling interests		—			(17,780,909	)
		(195,314,162	)		(21,514,718	)
Financing activities
Loan proceeds		322,600,000			—
Loan repayments		(112,081,293	)		(1,562,500	)
Issuance costs – loans		(14,781,765	)		—
Leases – principal payments		(4,217,031	)		(217,029	)
Subordinated notes		(1,500,000	)		—
Common shares		1,311,146			35,421,877
Equity issuance costs		—			(1,821,260	)
Payment to non-controlling interests		(828,936	)		(2,443,294	)
		190,502,121			29,377,794
Increase in cash during the period		2,691,254			7,668,377
Cash – Beginning of period		19,326,412			12,145,481
Cash – End of period		22,017,666			19,813,858
Supplementary information
Interest expense paid		8,418,637			2,379,658
Income taxes paid		535,193			402,470

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(4)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

1 Presentation of condensed interim consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Florida, Delaware, Georgia, Pennsylvania, Texas, Illinois and Kansas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Texas, Illinois and Kansas and a billing and revenue cycle management business, Rev Flo Inc., whose operations were merged into Akumin’s wholly owned subsidiary, Akumin Corp. on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and the wholly owned subsidiaries of Akumin Holdings Corp., namely, Akumin Corp., Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL) and Advanced Diagnostics Group, LLC (ADG) (collectively, the Subsidiaries), all of which are located in the United States.

2 Basis of preparation

These condensed interim consolidated financial statements for the three and six months ended June 30, 2019 have been prepared in accordance with International Accounting Standard (IAS) 34 – Interim Financial Reporting. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (IFRS) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 and for the fifteen months ended December 31, 2017, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2018 consolidated financial statements, except for changes to the accounting policies described in note 3.

Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal period.

The condensed interim consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

(5)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

On August 13, 2019, the Board of Directors (the Board) authorized the condensed interim consolidated financial statements for issuance.

3 Summary of significant accounting policies

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16, Leases (IFRS 16) and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company adopted IFRS 16 as at January 1, 2019, with modified retrospective application without restatement of prior year comparatives. Another new standard was also adopted as at January 1, 2019, IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s condensed interim consolidated financial statements.

Adoption of IFRS 16

During 2016, the IASB issued IFRS 16, Leases (IFRS 16), replacing IAS 17, Leases (IAS 17) and related interpretations. The standard introduces a single, on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessees recognize a right-of-use asset representing its control of and right to use the underlying asset and a lease liability representing its obligation to make future lease payments. As a result of adoption of IFRS 16 on January 1, 2019, the Company has recognized an increase of $110,902,436 to both property and equipment and lease liabilities on its condensed interim consolidated balance sheets. Lessor accounting remains similar to IAS 17.

IFRS 16 became effective for annual periods beginning on or after January 1, 2019. For leases where the Company is the lessee, it had the option of adopting a fully retrospective approach or a modified retrospective approach on transition to IFRS 16. The Company adopted the standard on January 1, 2019 using the modified retrospective approach. The Company applied the requirements of the standard retrospectively with no restatement of the comparative period. Under the modified retrospective approach, the Company chose to measure all right-of-use assets retrospectively as if the standard had been applied since lease commencement dates, which is January 1, 2019 for purposes of the Company’s IFRS 16 adoption. Substantially all of the Company’s operating leases are real estate leases for its imaging centres and corporate offices and for medical equipment. Other leased assets include office equipment. The Company recognized right-of-use assets and lease liabilities for its operating leases except for certain classes of underlying assets in which the underlying asset was considered to be of low-value; however, the Company may choose to elect the recognition exemptions regarding short-term leases on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future. Due to the removal of rent expense for leases, the Company’s operating expenses are reduced with a corresponding increase to depreciation and an increase to interest costs (due to accretion of the lease liability). There are no significant impacts to the Company’s existing finance leases under IAS 17 as a lessee.

(6)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

IFRS 16 permits the use of recognition exemptions and practical expedients. The Company applied the following recognition exemptions and practical expedients:

• grandfathered the definition of leases for existing contracts at the date of initial application;

• excluded certain low-value leases from IFRS 16 lease accounting;

• applied a single discount rate to a portfolio of leases with reasonably similar characteristics at the date of initial application;

• excluded initial direct costs from the measurement of right-of-use assets at the date of initial application;

• used hindsight in determining lease term at the date of initial application; and

• relied on its assessment of whether leases are onerous applying IAS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.

The Company used its incremental borrowing rates as at January 1, 2019 to measure lease liabilities. The weighted average incremental borrowing rate for total lease liabilities as at January 1, 2019 was 6.0%. Prior to adopting IFRS 16, the Company’s total minimum operating lease commitments as at December 31, 2018 were $163,728,644 (note 15 of the Company’s 2018 annual financial statements). These lease commitments included optional renewal terms where the Company expects to renew the leases. The difference between this amount and the lease liabilities of $110,902,436 recognized on transition on January 1, 2019 was due to the effect of discounting on the minimum lease payments.

Changes to accounting policies for leases

The Company did not restate prior year comparative information under the modified retrospective approach. Therefore, the comparative information continues to be reported under IAS 17 and related interpretations.

Lessee accounting policy as a lessee

Applicable from January 1, 2019, the Company recognizes a right-of-use asset and a lease liability based on the present value of future lease payments when a lessor makes the leased asset available for use by the Company. Lease payments for assets that are exempt through the low-value exemption are recognized in operating expenses. The measurement of lease liabilities includes the fixed and in-substance fixed payments and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Certain leases require the Company to make payments that relate to property taxes, insurance and other non-rental costs. These costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability. If applicable, lease liabilities will also include the purchase option exercise price if the Company is reasonably certain to exercise that option, termination penalties if the lease term also reflects the termination option and amounts expected to be payable under a residual value guarantee. Subsequent to initial measurement, the Company

(7)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

measures lease liabilities at amortized cost using the effective interest method. Lease liabilities are remeasured when there is a change in lease term, a change in the assessment of an option to purchase the leased asset, a change in expected residual value guarantee, or a change in future lease payments due to a change in index or rate tied to the payment.

The right-of-use assets are measured at the initial amount of the lease liabilities plus any lease payments made at or before the commencement date net of lease incentives received, and decommissioning costs. Subsequent to initial measurement, the Company applies the cost model to the right-of-use assets with the exception of the fair value model application to right-of-use assets that meet the definition of investment property in IAS 40, Investment Property. Right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses governed by IAS 36, and any remeasurements of lease liabilities. The assets are depreciated on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms.

Discount rates used in the present value calculation are the interest rates implicit in the leases, or if the rates cannot be readily determined, the Company’s incremental borrowing rates. Lease terms applied are the contractual non-cancellable periods of the leases plus periods covered by an option to renew the leases if the Company is reasonably certain to exercise that option and the periods covered by an option to terminate the leases if the Company is reasonably certain not to exercise that option.

The Company has elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.

Critical accounting estimates and judgments for leases

The management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. The management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including operational performance and past business practice. The periods covered by renewal options are only included in the lease term if the management is reasonably certain to renew. Changes in the economic environment or changes in the industry may impact the management’s assessment of lease term, and any changes in the management’s estimate of lease terms may have a material impact on the Company’s condensed interim consolidated balance sheets and the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

In determining the carrying amount of right-of-use assets and lease liabilities, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. The management determines the incremental borrowing rate of each leased asset by incorporating the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment.

(8)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

4 Business combinations

i) On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida for cash consideration of approximately $450,000 (Davie Acquisition). In accordance with the transaction agreement, $50,000 of this purchase price (Holdback Fund) is due to the seller on October 1, 2019. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		170,000
Real estate (right-of-use)		427,558
		597,558
Liabilities assumed
Non-current liabilities
Leases		427,558
Net assets acquired		170,000
Goodwill		280,000
Purchase price		450,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $128 thousand and loss before tax of approximately $13 thousand to the Company’s consolidated results for the six months ended June 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $256 thousand in revenue and $27 thousand in loss before tax for the six months ended June 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $101.7 million and $1.7 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(9)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

ii) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions).

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (note 9). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (note 7).

The purchase price allocation for the ADG Acquisitions is not final as the Company is in the process of concluding on the identification of the acquired intangible assets (such as covenant not to compete and trade names) including goodwill and deferred tax liabilities. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Current assets
Cash		3,524,331
Accounts receivable		19,418,814
Prepaid expenses		269,012
		23,212,157
Non-current assets
Property and equipment		11,508,940
Real estate and equipment (right-of-use)		16,626,110
		28,135,050
		51,347,207

(10)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

	$
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		5,927,161
Non-current liabilities
ADG Acquisition – earn-out (note 7)		19,968,307
Leases		16,626,110
		36,594,417
		42,521,578
Net assets acquired		8,825,629
Goodwill and intangible assets		207,203,147
Purchase price		216,028,776

These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market. The goodwill assessed on acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of these acquisitions have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, these acquisitions contributed revenue of approximately $6.3 million and income before tax of approximately $2.8 million to the Company’s consolidated results for the six months ended June 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from these acquisitions had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $38.6 million in revenue and $17.2 million in income before tax for the six months ended June 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $133.8 million and $16.1 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

iii) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida for a cash consideration of $648,387 (Deltona Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		295,000
Real estate (right-of-use)		154,136
		449,136

(11)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

	$
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		57,880
Non-current liabilities
Leases		154,136
		212,016
Net assets acquired		237,120
Goodwill		411,267
Purchase price		648,387

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.3 million and income before tax of approximately $0.1 million to the Company’s consolidated results for the six months ended June 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $1.6 million in revenue and $0.6 million in income before tax for the six months ended June 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $102.9 million and $2.3 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

5 Accounts receivable

	June 30, 2019 $		December 31, 2018 $
Accounts receivable		79,202,340		38,284,265
Less: Allowance for credit losses		12,655,629		8,473,764
		66,546,711		29,810,501

The allowance for credit losses includes a provision for credit losses expense for the three and six months ended June 30, 2019 of $2,225,397 and $4,181,865, respectively (2018 – $1,789,115 and $3,167,021).

(12)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

6 Property and equipment and real estate and equipment (right-of-use assets)

Property and equipment

	Furniture and fixtures $		Office equipment $		Leasehold improvements $		Medical equipment $			Equipment under finance leases $		Computer equipment $		Total $
Cost
Balance – December 31, 2017		533,434		186,097		8,880,333		37,043,853			7,481,192		86,165		54,211,074
Additions		143,920		2,140		518,516		8,977,339			924,625		23,161		10,589,701
Business acquisitions		—		—		682,635		11,362,768			1,256,413		—		13,301,816
Disposals		—		—		—		(861,067	)		—		—		(861,067	)
Impairment		—		—		—		(963,335	)		—		—		(963,335	)
Balance – December 31, 2018		677,354		188,237		10,081,484		55,559,558			9,662,230		109,326		76,278,189
Additions		93,450		—		1,428,492		3,706,699			58,000		41,715		5,328,356
Business acquisitions		7,650		—		3,974,790		7,991,500			—				11,973,940
Disposals		—		—		—		(133,350	)		—		—		(133,350	)
Balance – June 30, 2019		778,454		188,237		15,484,766		67,124,407			9,720,230		151,041		93,447,135
Accumulated depreciation
Balance – December 31, 2017		105,028		86,270		968,363		8,588,397			2,413,325		46,764		12,208,147
Depreciation		71,790		31,017		847,374		7,120,289			1,065,782		15,831		9,152,083
Disposals		—		—		—		(328,975	)		—		—		(328,975	)
Impairment		—		—		—		(320,654	)		—		—		(320,654	)
Balance – December 31, 2018		176,818		117,287		1,815,737		15,059,057			3,479,107		62,595		20,710,601
Depreciation		40,423		15,617		553,090		4,841,905			689,921		11,277		6,152,233
Disposals		—		—		—		(35,188	)		—		—		(35,188	)
Balance – June 30, 2019		217,241		132,904		2,368,827		19,865,774			4,169,028		73,872		26,827,646
Net book value
December 31, 2017		428,406		99,827		7,911,970		28,455,456			5,067,867		39,401		42,002,927
December 31, 2018		500,536		70,950		8,265,747		40,500,501			6,183,123		46,731		55,567,588
June 30, 2019		561,213		55,333		13,115,939		47,258,633			5,551,202		77,169		66,619,489

(13)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

Depreciation expense for the three and six months ended June 30, 2019 was $3,274,858 and $6,152,233, respectively (2018 – $2,033,478 and $4,007,745). During the three and six months ended June 30, 2019, the Company had net disposals of $nil and $98,162, respectively (2018 – $nil) and impairment of medical equipment and equipment under finance leases of $nil (2018 – $451,315 and $638,336).

Real estate and equipment (right-of-use assets)

	Equipment $			Real estate $			Total $
Cost
Balance – December 31, 2018		—			—			—
Additions		2,994,223			108,386,533			111,380,756
Business acquisitions		295,988			16,911,816			17,207,804
Disposals		(311,665	)		(4,988	)		(316,653	)
Balance – June 30, 2019		2,978,546			125,293,361			128,271,907
Accumulated depreciation
Balance – December 31, 2018		—			—			—
Depreciation		604,954			5,501,121			6,106,075
Disposals		(103,888	)		(4,988	)		(108,876	)
Balance – June 30, 2019		501,066			5,496,133			5,997,199
Net book value
December 31, 2018		—			—			—
June 30, 2019		2,477,480			119,797,228			122,274,708

Depreciation expense for the three and six months ended June 30, 2019 was $3,109,580 and $6,106,075, respectively (2018 – $nil). During the three and six months ended June 30, 2019, the Company had net disposals of $207,777 (2018 – $nil).

7 Earn-out liability (ADG Acquisition)

	June 30, 2019 $		December 31, 2018 $
ADG Acquisition – earn-out		20,108,377		—

A portion of the purchase price payable in respect of the ADG Acquisitions (note 4), specifically for SFL Radiology Holdings, LLC, is subject to an earn-out (the ADG Acquisition – earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

(14)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

The value of the ADG Acquisition – earn-out liability has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition – earn-out liability as at May 31, 2019 of approximately $20.0 million based on a discount rate of 8.75% and management’s estimated probability weighted range of the ADG Acquisition – earn-out liability (it is considered a Level 3 liability as described in note 14). The ADG Acquisition – earn-out liability was revalued at approximately $20.1 million as at June 30, 2019 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at June 30, 2019, the range of estimated undiscounted ADG Acquisition – earn-out liability is between approximately $17 million and $29 million.

8 Lease liabilities

Finance

As at June 30, 2019, the Company’s finance lease liabilities were $3,805,840 (December 31, 2018 – $4,177,015). Of these obligations, the liabilities due within one year are $907,611. Interest expense accrued and paid during the three and six months ended June 30, 2019 was $56,019 and $116,282, respectively (2018 – $42,100 and $84,905) and lease payments were $222,607 and $424,477, respectively (2018 – $158,627 and $217,029).

Other

As at June 30, 2019, the Company’s other lease liabilities were $124,586,217 (December 31, 2018 – $nil). Of these obligations, the liabilities due within one year are $8,412,150. Interest expense accrued and paid during the three and six months ended June 30, 2019 was $1,683,172 and $3,277,192, respectively (2018 – $nil) and lease payments were $1,949,935 and $3,792,554, respectively (2018 – $nil).

9 Senior loans payable

The May 2019 Loans, Syndicated Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.

May 2019 Loans

On May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A is subject to a delayed draw and is available to the Company for use in potential acquisitions until August 29, 2019. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to

(15)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

certain conditions. The proceeds of the Term Loans were used to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250 (note 10), partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million. The fair value of the May 2019 Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14). As at June 30, 2019, the May 2019 Revolving Facility had a balance of $6,600,000.

	June 30, 2019 $			December 31, 2018 $
Term Loan A and May 2019 Revolving Facility		56,600,000			—
Term Loan B		251,464,598			—
Less: Current portion		(3,320,000	)		—
		304,744,598			—

Subject to the provisions described below, the minimum annual principal payments with respect to the May 2019 Loans (face value) are as follows:

a) Term Loan A and May 2019 Revolving Facility

	$
July 1, 2019 to December 31, 2019		330,000
2020		660,000
2021		1,980,000
2022		3,795,000
2023		4,290,000
2024		61,545,000
		72,600,000

b) Term Loan B

	$
July 1, 2019 to December 31, 2019		1,330,000
2020		2,660,000
2021		2,660,000
2022		2,660,000
2023		2,660,000
2024		254,030,000
		266,000,000

(16)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at June 30, 2019 represented an asset to the Company of $1,428. Changes in the fair value of this derivative are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

The May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the May 2019 Credit Agreement):

• Interest

The interest rates payable on the May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the May 2019 Loans are currently classified as Eurodollar Rate Loans. The interest rate paid under the May 2019 Credit Agreement as at June 30, 2019 was approximately 7.7% per annum (June 30, 2018 – nil%). With respect to interest rate sensitivity as at June 30, 2019, a 1% increase in variable interest rates would have increased interest expense for the six-month period ended June 30, 2019 by approximately $265,000 (2018 – $nil).

• Payments

The minimum principal payment schedule for the May 2019 Loans is noted herein.

• Termination

The termination date of the May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the May 2019 Credit Agreement.

• Restrictive covenants

In addition to certain covenants, the May 2019 Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

(17)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

• Financial covenants

The May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.

The Company is in compliance with the financial covenants and has no events of default under the May 2019 Credit Agreement as at June 30, 2019.

• Events of default

In addition to the above financial covenants, events of default under the May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

• Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the May 2019 Loans.

Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the Syndicated Credit Agreement) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (Syndicated Term Loan) of $100,000,000 (face value) and a revolving credit facility of $30,000,000, of which $11,900,000 was utilized as at May 30, 2019 (the Syndicated Revolving Facility, and together with the Syndicated Term Loan, the Syndicated Loans). The Syndicated Loans could be increased by an additional $40,000,000 subject to certain conditions. The Company used $11,900,000 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition during the three months ended December 31, 2018. The proceeds of the Syndicated Term Loan were used to completely settle Akumin’s previous senior loan for $74,634,848, finance the Rose Acquisition in August 2018 and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000,000, net of debt issuance costs of approximately $2.2 million. The fair value of the Syndicated Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

(18)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to settle the Syndicated Loans on May 31, 2019 for $112,482,181 (face value of $111,900,000 and accrued interest and related fees of $582,181). The Company also recorded a fair value loss of $1,843,262 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

	June 30, 2019 $		December 31, 2018 $
Syndicated Loans		—		109,872,412
Less: Current portion		—		2,500,000
		—		107,372,412

Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

	June 30, 2019 $		December 31, 2018 $
Wesley Chapel Loan		1,624,046		1,796,186
Less: Current portion		376,442		367,167
		1,247,604		1,429,019

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
July 1, 2019 to December 31, 2019		185,873
2020		385,952
2021		405,698
2022		426,454
2023		296,356
		1,700,333

(19)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

The Wesley Chapel Loan provides for the following terms:

• Interest

5.0%.

• Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

• Termination

August 15, 2023.

• Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

• Financial covenants

None.

• Events of default

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

The Company has no events of default under the Wesley Chapel Loan as at June 30, 2019.

• Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

10 Subordinated notes payable

	June 30, 2019 $		December 31, 2018 $
Subordinated note		—		1,492,233
Subordinated note – earn-out		176,908		169,642
		176,908		1,661,875

(20)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note – Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 14). The Subordinated Note – Earn-out was revalued at $176,908 as at June 30, 2019 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at June 30, 2019, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

(21)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

Payments and termination

Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note agreement places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note – Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note – Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note – Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note agreement as at June 30, 2019.

(22)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

11 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount		Number			Amount			Number			Amount			Number		Amount
			$					$						$					$
December 31, 2017		51,416,323		83,771,904		1,196,407			1,310,661			1,611,316			469,967			54,224,046		85,552,532
Issuance (i)		9,677,397		36,153,950		525,000			734,379			315,000			5,020,983			10,517,397		41,909,312
RSUs and warrants exercised		1,277,555		3,820,569		(471,895	)		(302,130	)		(805,660	)		(2,819,803	)		—		698,636
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443		128,160,480
Issuance (i)		6,250,000		23,437,500		—			—			—			911,338			6,250,000		24,348,838
RSUs and warrants exercised		593,997		2,593,329		(436,497	)		(569,733	)		(157,500	)		(712,450	)		—		1,311,146
June 30, 2019		69,215,272		149,777,252		813,015			1,173,177			963,156			2,870,035			70,991,443		153,820,464

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed interim consolidated financial statements.

(23)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

During the six months ended June 30, 2018, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2018, the following equity issuances occurred at the Company:

In accordance with the authorization from the Board in November 2017, 230,000 RSUs were granted to certain employees of the Company on January 1, 2018. Subsequently, on March 1, 2018, the Board authorized issuance of 35,000 RSUs on March 1, 2018 and 50,000 RSUs on March 12, 2018 to certain employees of the Company. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are valued based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board.

b) During the three months ended June 30, 2018, the following equity issuances occurred at the Company:

i) The Company had 238,859 warrants that were due to expire on April 21, 2018 and 112,706 warrants that were due to expire on May 31, 2018. These warrants allowed warrant holders to purchase common shares of the Company on a 1:1 basis at an exercise price of $1.20 per common share of the Company. These warrants were exercised into common shares prior to expiry.

ii) On May 2, 2018, the Company completed a bought deal offering of its common shares by way of short form prospectus sale in each of the provinces of Canada, other than Quebec. A total of 8,750,000 common shares of the Company were sold at a price of $4.00 per common share, for gross proceeds of $35,000,000 (the Offering). The related issuance costs were approximately $1.8 million, which were deducted from common equity. The Offering was underwritten by a syndicate of underwriters (the Underwriters). The Underwriters were granted 525,000 broker warrants (Broker Warrants) in connection with the Offering, each such Broker Warrant entitling the holder to acquire one common share of the Company at a price of $4.00 per common share for a 24-month period following the closing of the Offering. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.3988 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of approximately 62%; remaining life of two years; price per common share on grant of warrants of $4.00; expected dividend yield of zero; and annual risk free interest rate of 1.93%.

iii) On May 24, 2018, the Company announced that PMI completed its previously announced acquisitions of all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres (the Acquisitions). The Acquisitions related to certain operations carried on in Austin, Fort Worth, Frisco, Grapevine/Colleyville, Irving, Plano and Round Rock. The aggregate consideration paid for the Acquisitions was approximately $21.6 million, comprised of an aggregate cash payment of approximately $17.9 million and the issuance of approximately $3.7 million in common shares of the Company (927,397 shares at $4.00 per share). The cash consideration included approximately $0.2 million paid to a non-wholly owned subsidiary, Preferred Imaging of Tarrant County, LLC, that was consolidated in the Company’s results.

(24)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

During the six months ended June 30, 2019, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

i) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

ii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019.

b) During the three months ended June 30, 2019, the following equity issuances occurred at the Company:

i) The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions.

ii) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

iii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

The stock-based compensation related to RSUs, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2019, was $441,532 and $911,338, respectively (2018 – $1,324,595 and $2,841,761).

The stock-based compensation related to options, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2019, was $493,809 and $1,041,615, respectively (2018 – $99,403 and $198,806).

(25)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

12 Commitments and contingencies

The Company is involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

13 Segmented financial information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

14 Risk management arising from financial instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the market rates of interest is insignificant. The estimated fair values of other non-current assets and liabilities were as follows:

	June 30, 2019 $			December 31, 2018 $
Loans to related parties		493,300			495,000
Syndicated loans payable		—			110,244,000
May 2019 loans payable		323,144,000			—
Wesley Chapel Loan payable		1,640,300			1,823,000
Subordinated notes payable		—			1,476,000
Subordinated notes – earn-out		176,908			169,642
ADG Acquisition – earn-out		20,108,377			—
Derivative financial instruments		(1,428	)		(16,014	)
		345,068,157			113,696,628

Financial instruments recorded at fair value on the condensed interim consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

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Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The loans to related parties, the May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Notes, Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out and ADG Acquisition – Earn-out are subsequently remeasured at fair value under the Level 3 category.

There were no transfers between levels during the six months ended June 30, 2019 and the twelve months ended December 31, 2018.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	June 30, 2019 $			December 31, 2018 $
Cash		22,017,666			19,326,412
Accounts receivable		66,546,711			29,810,501
Loans to related parties		500,000			500,000
Financial assets measured at amortized cost		89,064,377			49,636,913
Accounts payable and accrued liabilities		23,237,842			16,865,477
Short-term portion of senior loans payable		3,696,442			2,867,167
Short-term portion of leases		9,319,761			851,183
Long-term portion of senior loans payable		305,992,202			108,801,431
Long-term portion of leases		119,072,296			3,325,832
Subordinated notes payable		—			1,492,233
Financial liabilities measured at amortized cost		461,318,543			134,203,323
Subordinated notes – earn-out		176,908			169,642
ADG Acquisition – earn-out		20,108,377			—
Derivative financial instruments		(1,428	)		(16,014	)
Measured at fair value through profit or loss		20,283,857			153,628

(27)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2019

(expressed in US dollars unless otherwise stated)

15 Basic and diluted income (loss) per share

	Three-month period ended June 30, 2019 $			Three-month period ended June 30, 2018 $		Six-month period ended June 30, 2019 $		Six-month period ended June 30, 2018 $
Net income (loss) attributable to common shareholders		(961,651	)		1,436,014		1,207,673		2,595,694
Weighted average common shares outstanding
Basic		64,838,930			57,801,359		63,637,567		54,626,479
Diluted		64,838,930			59,254,570		65,353,046		56,079,690
Income (loss) per share
Basic		(0.01	)		0.02		0.02		0.05
Diluted		(0.01	)		0.02		0.02		0.05

16 Settlement costs (recoveries)

During the six months ended June 30, 2019, the Company experienced settlement recoveries of $1,230,701 (2018 – settlement costs of $128,594). The Company received approximately $1.17 million of the recoveries in the three months ended March 31, 2019 from the escrow fund maintained for the sellers of PMI as a result of an indemnity claim under the purchase agreement for PMI.

17 Subsequent events

Subsequent to June 30, 2019, the Company settled certain claims affecting PMI relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. Including the amounts referenced in note 16, the Company received an aggregate of approximately $4.1 million, approximately $2.9 million of which was received after June 30, 2019, from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI.

(28)

EX-99.31

Exhibit 99.31

Management’s Discussion and

Analysis of Financial Condition

and Results of Operations

For the three-month and six-month periods ended

June 30, 2019 and 2018

August 13, 2019

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Non-IFRS Measures	1
Forward-Looking Statements	1
Overview	3
Summary of Factors Affecting Our Performance	3
Number of Clinics	3
Competition	4
Industry Trends	4
How We Assess the Performance of Our Business	4
IFRS Measures	4
Non-IFRS Measures	5
Factors Affecting the Comparability of Our Results	6
Acquisition Activity	6
Newly Adopted Accounting Standards	6
Segments	6
Recent Developments	6
Acquisition-Related Activity	6
Davie Acquisition	6
ADG Acquisitions	6
Deltona Acquisition	7
Exercise of Certain Outstanding Warrants and RSUs	7
Subsequent Events	7
Results of Operations	8
Selected Consolidated Statements of Balance Sheet Information	12
Selected Financial Information	14
Liquidity and Capital Resources	16
General	16
Lending Arrangements and Debt	16
Financial Instruments	18
Off-Balance Sheet Arrangements	18
Share Information	18
Related Party Transactions	18
Critical Accounting Estimates	19
Accounts Receivable and Allowance for Credit Losses	19
Impairment of Goodwill and Long-Lived Assets	19
Income Taxes	20
Business Combinations	20
Contractual Allowances	20
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting	20
Risk Factors	21
Additional Information	21

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated August 13, 2019 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our condensed consolidated interim financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

• expected performance and cash flows;

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    1

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by insurance payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in the radiology and diagnostic imaging services industry;

• our ability to service existing debt;

• our ability to acquire new radiology and medical imaging centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete the acquisitions of new radiology and medical imaging centers;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

• market conditions in the capital markets and the radiology and medical imaging services industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    2

• no unforeseen changes in the regulatory environment for our services;

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States, with 125 centers located across Florida, Pennsylvania, Delaware, Texas, Illinois, Kansas and Georgia as of June 30, 2019. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include MRI, CT, positron emission tomography (PET), radiology, ultrasound, diagnostic radiology (X-ray), mammography, arthrography and other related procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at June 30, 2019		As at Dec 31, 2018		As at Dec 31, 2017		As at Sep 30, 2016		As at Sep 30, 2015
Number of Diagnostic Imaging Facilities		125		96		74		39		14

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    3

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

• Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

• Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    4

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

(in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018			Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Net income (loss) attributable to shareholders of Akumin		(961	)		1,436			1,208			2,596
Income tax provision		270			207			545			303
Depreciation and amortization		6,635			2,164			12,765			4,272
Interest expense		5,300			1,379			8,770			2,719
EBITDA		11,244			5,186			23,288			9,890
Adjustments:
Stock-based compensation		935			1,424			1,953			3,041
Impairment of property and equipment		—			451			—			638
Settlement costs (recoveries)		(14	)		76			(1,231	)		129
Acquisition-related costs		1,764			486			2,550			663
Public offering costs		—			709			—			814
Financial instruments revaluation and other (gains) losses		1,994			(72	)		2,052			(107	)
Sub-total		15,923			8,260			28,612			15,068
IFRS 16 impact on leases		(3,633	)		—			(7,070	)		—
Adjusted EBITDA		12,290			8,260			21,542			15,068
Revenue		53,985			36,774			101,536			70,200
Adjusted EBITDA Margin		23	%		22	%		21	%		21	%
Adjusted EBITDA		12,290			8,260			21,542			15,068
Less:
Depreciation and amortization		6,635			2,164			12,765			4,272
Interest expense		5,300			1,379			8,770			2,719
Add:
IFRS 16 impact on depreciation and interest expense		4,793			—			9,383			—
Sub-total		5,148			4,717			9,390			8,077
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,248			1,165			2,277			1,995
Adjusted net income attributable to shareholders of Akumin		3,900			3,552			7,113			6,082

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    5

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

Newly Adopted Accounting Standards

Our condensed consolidated interim financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16 and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company initially adopted IFRS 16, Leases, as at January 1, 2019, with modified retrospective application, which does not require restatement of prior period results. Other new standard that is also effective from January 1, 2019 onward is IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s financial statements. Please refer to note 3 of our condensed consolidated interim financial statements for further information on the adoption of these new accounting standards. Certain comparative information has been reclassified to conform to the presentation adopted in the current fiscal year.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the fiscal quarter ended June 30, 2019, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 28, 2019 for the year ended December 31, 2018, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Davie Acquisition

On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida for cash consideration of approximately $450 (“Davie Acquisition”). In accordance with the transaction agreement, $50 of this purchase price (Holdback Fund) is due to the seller on October 1, 2019. This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

ADG Acquisitions

On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida - 21 and Georgia - 6) operated under Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the “ADG Acquisitions”).

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    6

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $217.6 million, of which $25 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $4.00 per share in accordance with the purchase agreements. The balance of this purchase price was mostly financed through the May 2019 Loans. For accounting purposes, the equity consideration was valued based on the share price at the close of May 31, 2019 ($23.4 million at $3.75 per share). Hence, the adjusted total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (“ADG Acquisition earn-out”, estimated at $20.1 million as of June 30, 2019). These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market.

Deltona Acquisition

On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida for a cash consideration of $648 (“Deltona Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

Exercise of Certain Outstanding Warrants and RSUs

a) During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

c) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

Subsequent Events

a) Subsequent to June 30, 2019, the Company settled certain claims affecting Preferred Medical Imaging, LLC (“PMI”) relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. During 2019 the Company received an aggregate of approximately $4.1 million, approximately $2.9 million of which was received after June 30, 2019, from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    7

Results of Operations

(i) Three-month period ended June 30, 2019 compared to three-month period ended June 30, 2018

The following tables summarize our results of operations for the three-month period ended June 30, 2019 compared to the three-month period ended June 30, 2018.

(in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018
Service fees – net of allowances and discounts		53,410			36,064
Other revenue		575			710
Revenue		53,985			36,774
Employee compensation		18,861			12,309
Reading fees		7,780			4,995
Rent and utilities		2,306			3,710
Third party services and professional fees		3,963			2,786
Administrative		2,933			2,597
Medical supplies and other expenses		1,675			1,418
Depreciation and amortization		6,635			2,164
Stock-based compensation		935			1,424
Interest expense		5,300			1,379
Impairment of property and equipment		—			451
Settlement costs (recoveries)		(14	)		76
Acquisition related costs		1,764			486
Public offering costs		—			709
Financial instruments revaluation and other (gains) losses		1,994			(72	)
Income (loss) before income taxes		(147	)		2,342
Income tax provision		270			207
Non-controlling interests		544			699
Net income (loss) attributable to shareholders of Akumin		(961	)		1,436
Adjusted EBITDA (in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018
Revenue		53,985			36,774
Less:
Employee compensation		18,861			12,309
Reading fees		7,780			4,995
Rent and utilities		2,306			3,710
Third party services and professional fees		3,963			2,786
Administrative		2,933			2,597
Medical supplies and other expenses		1,675			1,418
IFRS 16 impact on leases		3,633			—
Sub-total		41,151			27,815
Non-controlling interests		544			699
Adjusted EBITDA		12,290			8,260
Adjusted EBITDA Margin		23	%		22	%

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    8

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended June 30, 2019 were 1,163 (in thousands) compared to 756 in the three-month period ended June 30, 2018. In fiscal 2018, the Company completed the Tampa Acquisition effective May 11, 2018, the Rose Acquisition effective August 15, 2018, the Kissimmee Acquisition effective November 1, 2018 and the Broward Acquisition effective November 9, 2018 (collectively, the “2018 Acquisitions”). In fiscal 2019, the Company completed the Davie Acquisition effective April 1, 2019, the ADG Acquisitions effective May 31, 2019 and the Deltona Acquisition effective May 31, 2019 (collectively, the “2019 Acquisitions”). Excluding the 2018 Acquisitions (except for pro-rating for Tampa Acquisition) and 2019 Acquisitions, on a same-center basis, RVUs were 791 in the thee-month period ended June 30, 2019 compared to 752 in the three-month period ended June 30, 2018, which represents an increase of approximately 5%. This increase is mainly due to volume growth for the Florida business, partly offset by reduced volume in Texas following the NCI Acquisitions.

Revenue was $53,985 and $36,774 for the three-month periods ended June 30, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the three-month period ended June 30, 2019, approximately 22% of service fee revenue was earned from auto/attorney payors, compared to approximately 8% in the three-month period ended June 30, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 33% to 35% in the three-month period ended June 30, 2019 compared to the three-month period ended June 30, 2018. This increase is mainly attributable to the 2018 Acquisitions and 2019 Acquisitions, with increased presence in Florida, which is generally a lower reimbursement state.

Reading fees. For the three-month period ended June 30, 2019 compared to the three-month period ended June 30, 2018, reading fees, as a percentage of revenue, remained consistent at 14%.

Rent and utilities. For the three-month period ended June 30, 2019 compared to the three-month period ended June 30, 2018, rent and utilities decreased from 10% to 4% of revenue. This decrease is attributable to adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 10% of revenue in the three-month period ended June 30, 2019.

Third party services and professional fees. For the three-month period ended June 30, 2019, third party services and professional fees as a percentage of revenue were 7%, compared to 8% in the three-month period ended June 30, 2018. The decrease as a percentage of revenue is partly due to the 2018 Acquisitions and 2019 Acquisitions and the fixed nature of certain costs included in third party services and professional fees.

Administrative expenses and medical supplies and other expenses. For the three-month period ended June 30, 2019 compared to the three-month period ended June 30, 2018, administrative expenses and medical supplies and other expenses decreased from 11% to 9% of revenue, partly due to the fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 9% of revenue in the three-month period ended June 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for three-month ended June 30, 2019 was $12,290 compared to $8,260 for the three-month period ended June 30, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions, the 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the thee-month period ended June 30, 2019 was 23% compared to 22% for the three-month period ended June 30, 2018.

Net income (loss) attributable to shareholders of Akumin. The net loss attributable to shareholders of Akumin was $961 (2% of revenue) for the three-month period ended June 30, 2019 and net income for the three-month period ended June 30, 2018 was $1,436 (4% of revenue). This decrease in net income is mainly due to higher acquisition costs, interest, depreciation and financial instrument revaluation losses upon extinguishment of the Syndicated Loans, partly offset by timing of the above noted 2018 Acquisitions and 2019 Acquisitions.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    9

(ii) Six-month period ended June 30, 2019 compared to six-month period ended June 30, 2018

The following tables summarize our results of operations for the six-month period ended June 30, 2019 compared to the six-month period ended June 30, 2018.

(in thousands)	Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Service fees – net of allowances and discounts		100,365			68,927
Other revenue		1,171			1,273
Revenue		101,536			70,200
Employee compensation		36,664			23,654
Reading fees		14,767			9,653
Rent and utilities		4,199			7,169
Third party services and professional fees		7,515			5,703
Administrative		5,644			4,582
Medical supplies and other expenses		3,142			2,720
Depreciation and amortization		12,765			4,272
Stock-based compensation		1,953			3,041
Interest expense		8,770			2,719
Impairment of property and equipment		—			638
Settlement costs (recoveries)		(1,231	)		129
Acquisition related costs		2,550			663
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		2,052			(107	)
Income before income taxes		2,746			4,550
Income tax provision		545			303
Non-controlling interests		993			1,651
Net income attributable to shareholders of Akumin		1,208			2,596
Adjusted EBITDA (in thousands)	Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Revenue		101,536			70,200
Less:
Employee compensation		36,664			23,654
Reading fees		14,767			9,653
Rent and utilities		4,199			7,169
Third party services and professional fees		7,515			5,703
Administrative		5,644			4,582
Medical supplies and other expenses		3,142			2,720
IFRS 16 impact on leases		7,070			—
Sub-total		79,001			53,481
Non-controlling interests		993			1,651
Adjusted EBITDA		21,542			15,068
Adjusted EBITDA Margin		21	%		21	%

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    10

Volume and revenue. RVUs related to service fee revenues in the six-month period ended June 30, 2019 were 2,229 (in thousands) compared to 1,422 in the six-month period ended June 30, 2018. Excluding the 2018 Acquisitions (except for pro-rating for Tampa Acquisition) and 2019 Acquisitions, on a same-center basis, RVUs were 1,507 in the six-month period ended June 30, 2019 compared to 1,414 in the six-month period ended June 30, 2018, which represents an increase of approximately 7%. This increase is mainly due to volume growth for the Florida business, partly offset by reduced volume in Texas following the NCI Acquisitions.

Revenue was $101,536 and $70,200 for the six-month periods ended June 30, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the six-month period ended June 30, 2019, approximately 18% of service fee revenue was earned from auto/attorney payors, compared to approximately 9% in the six-month period ended June 30, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 34% to 36% in the six-month period ended June 30, 2019 compared to the six-month period ended June 30, 2018. This increase is mainly attributable to the 2018 Acquisitions and 2019 Acquisitions, with increased presence in Florida, which is generally a lower reimbursement state.

Reading fees. For the six-month period ended June 30, 2019 compared to the six-month period ended June 30, 2018, reading fees, as a percentage of revenue, increased from 14% to 15%. The higher reading fees as a percentage of revenue are partly due to the 2018 Acquisitions and 2019 Acquisitions.

Rent and utilities. For the six-month period ended June 30, 2019 compared to the six-month period ended June 30, 2018, rent and utilities decreased from 10% to 4% of revenue. This decrease is attributable to adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 10% of revenue in the six-month period ended June 30, 2019.

Third party services and professional fees. For the six-month period ended June 30, 2019, third party services and professional fees as a percentage of revenue were 7%, compared to 8% in the six-month period ended June 30, 2018. The decrease as a percentage of revenue is partly due to the 2018 Acquisitions and 2019 Acquisitions and the fixed nature of certain costs included in third party services and professional fees.

Administrative expenses and medical supplies and other expenses. For the six-month period ended June 30, 2019 compared to the six-month period ended June 30, 2018, administrative expenses and medical supplies and other expenses decreased from 10% to 9% of revenue, partly due to the fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 9% of revenue in the six-month period ended June 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for six-month ended June 30, 2019 was $21,542 compared to $15,068 for the six-month period ended June 30, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions and 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the six-month periods ended June 30, 2019 and 2018 remained consistent at 21%.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $1,208 (1% of revenue) for the six-month period ended June 30, 2019 and net income for the six-month period ended June 30, 2018 was $2,596 (4% of revenue). This decrease in net income is mainly due to higher acquisition costs, interest, depreciation and financial instrument revaluation losses upon extinguishment of the Syndicated Loans, partly offset by timing of the above noted 2018 Acquisitions and 2019 Acquisitions.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    11

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position (in thousands)	As at Jun 30, 2019		As at Dec 31, 2018
Cash		22,018		19,326
Total assets		616,082		240,778
Less: Right of use assets		122,275		—
Total assets, excluding right of use assets		493,807		240,778
Total debt (1)		438,258		117,507
Less: Other lease liabilities		124,586		—
Total debt, excluding other lease liabilities		313,672		117,507
Non-controlling interests		2,632		2,467
Shareholders’ equity		131,847		103,938

(1) Total debt consists of borrowing under the credit facility, subordinated debt-earn-out, Wesley Chapel Loan and lease liabilities (including finance leases and other leases), including both the current and non-current portions.

Cash was $22,018 as at June 30, 2019, an increase of $2,692, as compared to $19,326 as at December 31, 2018. The increase in cash during the six-month period ended June 30, 2019 was due to $7,503 provided by operating activities and $190,502 provided by financing activities, offset by $195,314 used in investing activities. The classification of cash flows was impacted by adoption of IFRS 16 effective January 1, 2019.

Accounts receivable were $66,547 as at June 30, 2019, an increase of $36,736, as compared to $29,811 as at December 31, 2018. The increase in accounts receivable is due to: $6,356 of accounts receivable recognized in the purchase price allocations for Rose Acquisition, Kissimmee Acquisition and Broward Acquisition, $19,419 in accounts receivable recognized in the purchase price allocation of the ADG Acquisitions, increased business with attorney/auto payors, which have a longer collection cycle, and increased revenue in the period. As at June 30, 2019, the Company’s days of sales outstanding were approximately 92 days. Excluding attorney/auto payors, days of sales outstanding were approximately 69 days.

Property and equipment was $188,894 as at June 30, 2019, an increase of $133,326, as compared to $55,568 as at December 31, 2018. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for Davie Acquisition ($598), ADG Acquisitions ($28,135) and Deltona Acquisitions ($449), right of use assets recognized upon adoption of IFRS 16 ($110,902), additions to right of use assets ($478), and capital expenditures ($5,328), partly offset by depreciation ($12,258) and net disposals ($306).

Intangible assets were $3,162 as at June 30, 2019, a decrease of $507, as compared to $3,669 as at December 31, 2018. This decrease is attributable to amortization recorded in the period.

Goodwill was $332,007 as at June 30, 2019, an increase of $201,467 of as compared to $130,540 as at December 31, 2018. This increase is attributable to goodwill recognized from the 2019 Acquisitions, partly offset by decreases in goodwill mainly due to revisions to accounts receivable recognized in the purchase price allocations for the Rose Acquisition, the Kissimmee Acquisition and the Broward Acquisition totaling $6,427.

Total debt (excluding other lease liabilities) was $313,672 as at June 30, 2019, an increase of $196,165 as compared to $117,507 as at December 31, 2018. This increase is attributable to May 2019 Loans proceeds ($322,600), non-cash interest accretion ($441), loss on revaluation upon settlement of Syndicated Loans and subordinated note ($1,850) and loss on revaluation of Subordinated Note – Earn-out ($7), partly offset by loan repayments ($112,081), repayment of subordinated note ($1,500), debt issuance costs ($14,782), and reduction in finance lease liabilities ($370).

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    12

The Company’s shareholders’ equity was $131,847 as at June 30, 2019, an increase of $27,909 as compared to $103,938 as at December 31, 2018. This increase is due to issuance of $23,438 in common shares related to the ADG Acquisitions, $1,311 in RSUs and warrants exercised, stock-based compensation of $1,953, and net income of $1,208 earned by the Company during the six-month period ended June 30, 2019.

Non-controlling interests were $2,632 as at June 30, 2019, an increase of $165, as compared to $2,467 as at December 31, 2018. The non-controlling interests are associated with the Texas Acquisition. In the six-month period ended June 30, 2019, net income attributable to the non-controlling interests was $993, partly offset by distributions of $829.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    13

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

(in thousands, except EPS) (1)	Q2 2019			Q1 2019			Q4 2018			Q3 2018			Q2 2018			Q1 2018			Q4 2017			Q3 2017
RVUs		1,163			1,066			1,020			850			756			666			n/a			n/a
Revenue (2)		53,985			47,551			45,452			39,131			36,774			33,425			35,239			24,107
Adjusted EBITDA		12,290			9,251			9,200			8,285			8,260			6,807			8,272			2,184
Adjusted EBITDA Margin		23	%		19	%		20	%		21	%		22	%		20	%		23	%		9	%
Depreciation and amortization		6,635			6,130			3,003			2,577			2,164			2,108			2,063			1,623
IFRS 16 impact on depreciation		3,110			2,996			—			—			—			—			—			—
Depreciation and amortization excluding IFRS 16 impact		3,525			3,134			3,003			2,577			2,164			2,108			2,063			1,623
Interest expense		5,300			3,469			1,778			1,482			1,379			1,340			1,398			1,291
IFRS 16 impact on interest expense		1,683			1,594			—			—			—			—			—			—
Interest expense excluding IFRS 16 impact		3,617			1,875			1,778			1,482			1,379			1,340			1,398			1,291
Net income (loss) attributable to shareholders of Akumin		(961	)		2,169			2,210			195			1,436			1,160			2,579			(9,989	)
EPS – Basic		(0.01	)		0.03			0.04			0.00			0.02			0.02			0.06			(0.29	)
EPS – Diluted		(0.01	)		0.03			0.04			0.00			0.02			0.02			0.06			(0.29	)
Effective tax rate (3)		24.3	%		24.3	%		24.7	%		24.7	%		24.7	%		24.7	%		36.5	%		36.5	%
Adjusted net income (loss) attributable to shareholders of Akumin		3,900			3,214			3,328			3,183			3,552			2,530			3,055			(464	)
Adjusted EPS – Basic		0.06			0.05			0.05			0.05			0.06			0.05			0.07			(0.01	)
Adjusted EPS – Diluted		0.06			0.05			0.05			0.05			0.06			0.05			0.07			(0.01	)
Cash		22,018			18,897			19,326			20,370			19,814			9,877			12,145			11,156
Total assets		616,082			353,111			240,778			220,782			189,330			171,276			170,748			164,536
Right of use assets		122,275			107,906			—			—			—			—			—			—
Total assets, excluding right of use assets		493,807			245,205			240,778			220,782			189,330			171,276			170,748			164,536
Total debt		438,258			226,395			117,507			103,620			76,015			75,930			75,765			84,002
Other lease liabilities (4)		124,586			109,060			—			—			—			—			—			—
Total debt, excluding other lease liabilities		313,672			117,335			117,507			103,620			76,015			75,930			75,765			84,002
Non-controlling interests		2,632			2,543			2,467			2,549			2,474			5,872			6,341			6,595
Shareholders’ equity		131,847			107,540			103,938			100,491			98,595			76,867			74,065			59,822
Capital (5)		423,500			205,978			202,119			183,741			154,796			142,920			137,685			132,668

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Due to the adoption of IFRS 15 effective January 1, 2018, comparative revenue figures have been restated and are now reported net of provision for credit losses. Please refer to note 2 of the December 31, 2018 consolidated financial statements.

(3) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(4) Other lease liabilities include leases other than finance leases.

(5) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    14

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected financial information on a last twelve-month (“LTM”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, during the LTM period ended June 30, 2019, the Company made the following acquisitions: Rose Acquisition (August 15, 2018), Kissimmee Acquisition (November 1, 2018), Broward Acquisition (November 9, 2018), Davie Acquisition (April 1, 2019), ADG Acquisitions (May 31, 2019) and Deltona Acquisition (May 31, 2019). As a result, the LTM period ended June 30, 2019 does not contain a full twelve months contribution from these acquisitions. The Company monitors the following information to measure its overall financial performance.

(in thousands, except EPS)	LTM Q2 2019			LTM Q1 2019			LTM Q4 2018			LTM Q3 2018
Revenue		186,120			168,909			154,782			144,569
Adjusted EBITDA		39,027			34,996			31,775			31,624
Adjusted EBITDA Margin		21	%		21	%		21	%		22	%
Adjusted EPS—Diluted (1)		0.21			0.21			0.20			0.23
Adjusted Return on Capital (“ROC”) (2)		7	%		10	%		10	%		10	%
Adjusted Return on Equity (“ROE”) (3)		12	%		14	%		13	%		15	%

(1) Adjusted EPS – Diluted is calculated as the sum of the last four quarters’ Adjusted EPS—Diluted.

(2) Adjusted ROC is defined as LTM Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    15

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such debt and equity issuances are noted in the Company’s consolidated financial statements for the three and six-month periods ended June 30, 2019.

As at June 30, 2019, the Company had cash of $22,018.

As at June 30, 2019, the Company had $313,672 of senior loans payable, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of June 30, 2019, $4,604 of these liabilities are due within one year.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

As at June 30, 2019, we had other lease liabilities of $124,586, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of June 30, 2019, $8,412 of these liabilities are due within one year. As at June 30, 2019, the Company had finance lease liabilities of $3,806. As of June 30, 2019, $908 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

May 2019 Loans

On May 31, 2019 the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (“Term Loan A”, “Term Loan B” and collectively, “Term Loans”) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, of which $3,300 was utilized as at May 31, 2019 (the “May 2019 Revolving Facility”, and together with the Term Loans, the “May 2019 Loans”). $16 million of the Term Loan A is subject to a delayed draw and is available to the Company for use in potential acquisitions until August 29, 2019. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used to refinance the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisition and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300, net of debt issuance costs of approximately $14.8 million. As at June 30, 2019, the May 2019 Revolving Facility had a balance of $6,600.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    16

Syndicated Loan

The Company entered into a credit agreement dated August 15, 2018 (the “Syndicated Credit Agreement”) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (“Syndicated Term Loan”) of $100,000 (face value) and a revolving credit facility of $30,000, of which, $11,900 was utilized as of March 31, 2019 (the “Syndicated Revolving Facility”, and together with the “Syndicated Term Loan”, the “Syndicated Loans”). The Syndicated Loans can be increased by an additional $40,000 subject to certain conditions. The Company used $11,900 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition. The proceeds of the Syndicated Term Loan were used to completely settle the August 2017 Term Loan for $74,635, finance the Rose Acquisition, and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000, net of debt issuance costs of approximately $2.2 million.

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to refinance the Syndicated Loans on May 31, 2019 for $112,482 (face value of $111,900 and accrued interest and related fees of $582). The Company also recorded a fair value loss of $1,843 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of June 30, 2019, the face value of the Wesley Chapel Loan was $1,700 (amortized cost of $1,624).

Subordinated Note Payable

As part of the Tampa Acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note—Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note—Earn-out was revalued at $177 as at June 30, 2019 and the change in fair value was recognized in the consolidated statement of net income (loss) and comprehensive income (loss).

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    17

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, loans to related parties, accounts payable and accrued liabilities, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the loans to related parties, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

Financial assets measured at amortized cost include cash, accounts receivable and loans to related parties. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, Syndicated Loans, Wesley Chapel Loan and Subordinated Note. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out and ADG Acquisition-earn-out, as financial liabilities at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. There have been no significant changes to those risks impacting the Company since December 31, 2018, nor has there been a significant change in the composition of its financial instruments since December 31, 2018, except for the Term Loans and the ADG Acquisition earn-out, which mainly relate to the ADG Acquisitions in May 2019.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of approximately $181.

Share Information

As of the date of this MD&A, we have 69,215,272 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 4,213,268 common shares, or approximately 6.09% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, including RSUs that are not yet exercisable, we would be required to issue up to an additional 963,156 common shares, or approximately 1.39% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Further, as of the date of this MD&A, there are 557,013 warrants to purchase common shares which are issued and outstanding. If those warrants were to be exercised, we would be required to issue an additional 557,013 common shares, or approximately 0.80% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s condensed consolidated interim financial statements.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    18

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

On February 9, 2018, the Company announced that certain senior officers and directors of the Company acquired an aggregate of 532,857 common shares of the Company at $3.50 per share for total cash consideration of $1,865. The shares were acquired pursuant to a previous exercise of a call option by Z Strategies Inc., a corporation controlled by Riadh Zine, the President and Chief Executive Officer of the Company. The call option was entered into in connection with Akumin US’s acquisition of Preferred Medical Imaging, LLC effective August 9, 2017 at the request of certain selling securityholders of Preferred Medical Imaging, LLC. On February 8, 2018, Akumin US agreed to lend an aggregate of $500 to the Company’s President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary in connection with the purchase by such officers of a total of approximately 142,857 common shares under that call option, as nominees of Z Strategies Inc. The principal amount remaining from time to time unpaid and outstanding on such loan shall bear interest at 6% per annum and will be payable on the maturity date, being February 8, 2021. Those borrowing officers of the Company have granted a security interest in the common shares purchased by them with the loan proceeds in favour of Akumin Corp.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost less loss allowances. During the six-month period ended June 30, 2019 the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    19

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and insurance companies for such services.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    20

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 28, 2019 for its fiscal year ended December 31, 2018, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols “AKU.U” and “AKU”.

AKUMIN INC  |  Management’s Discussion and Analysis  |  Q2 2019    21

EX-99.32

Exhibit 99.32

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mohammad Saleem, Chief Financial Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended June 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2019

(signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.33

Exhibit 99.33

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended June 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2019

(signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.34

Exhibit 99.34

Akumin Inc. Announces Second Quarter 2019 Financial Results

August 14, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today its financial results for the quarter ended June 30, 2019 (“Q2 Fiscal 2019”, respectively).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Jun. 30, 2019			3-month period ended Jun. 30, 2018		6-month period ended Jun. 30, 2019		6-month period ended Jun. 30, 2018
RVUs		1,163			756		2,229		1,422
Revenue		53,985			36,774		101,536		70,200
EBITDA (1)		11,244			5,186		23,288		9,890
Adjusted EBITDA (1)		12,290			8,260		21,542		15,068
EPS –Diluted		(0.01	)		0.02		0.02		0.05
Adjusted EPS – Diluted (1)		0.06			0.06		0.11		0.11

⁽¹⁾  See “Non-IFRS Measures” below.

Commenting on the Q2 Fiscal 2019 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “The quarter ending June 30, 2019 represents another fiscal quarter of growth and financial performance in-line with management’s expectation, including revenue of $54.0 million and Adjusted EBITDA of $12.3 million.

“Akumin’s volume in Q2 Fiscal 2019 was approximately 1,163,000 RVUs, compared to approximately 756,000 RVUs in Q2 Fiscal 2018, an increase of 54%. On an organic volume basis, RVUs increased by 5% compared to Q2 Fiscal 2018. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

Akumin would like to remind interested parties of the Corporation’s Second Quarter Fiscal 2019 Financial Results Call, to be held today from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Fiscal 2018 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated August 13, 2019 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

- 2 -

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

< Financial tables follow. >

- 3 -

Selected Consolidated Financial Information

(in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018
Service fees – net of allowances and discounts		53,410			36,064
Other revenue		575			710
Revenue		53,985			36,774
Employee compensation		18,861			12,309
Reading fees		7,780			4,995
Rent and utilities		2,306			3,710
Third party services and professional fees		3,963			2,786
Administrative		2,933			2,597
Medical supplies and other expenses		1,675			1,418
Depreciation and amortization		6,635			2,164
Stock-based compensation		935			1,424
Interest expense		5,300			1,379
Impairment of property and equipment		—			451
Settlement costs (recoveries)		(14	)		76
Acquisition related costs		1,764			486
Public offering costs		—			709
Financial instruments revaluation and other (gains) losses		1,994			(72	)
Income (loss) before income taxes		(147	)		2,342
Income tax provision		270			207
Non-controlling interests		544			699
Net income (loss) attributable to shareholders of Akumin		(961	)		1,436
Adjusted EBITDA (in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018
Revenue		53,985			36,774
Less:
Employee compensation		18,861			12,309
Reading fees		7,780			4,995
Rent and utilities		2,306			3,710
Third party services and professional fees		3,963			2,786
Administrative		2,933			2,597
Medical supplies and other expenses		1,675			1,418
IFRS 16 impact on leases		3,633			—
Sub-total		41,151			27,815
Non-controlling interests		544			699
Adjusted EBITDA		12,290			8,260
Adjusted EBITDA Margin		23	%		22	%

- 4 -

(in thousands)	Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Service fees – net of allowances and discounts		100,365			68,927
Other revenue		1,171			1,273
Revenue		101,536			70,200
Employee compensation		36,664			23,654
Reading fees		14,767			9,653
Rent and utilities		4,199			7,169
Third party services and professional fees		7,515			5,703
Administrative		5,644			4,582
Medical supplies and other expenses		3,142			2,720
Depreciation and amortization		12,765			4,272
Stock-based compensation		1,953			3,041
Interest expense		8,770			2,719
Impairment of property and equipment		—			638
Settlement costs (recoveries)		(1,231	)		129
Acquisition related costs		2,550			663
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		2,052			(107	)
Income before income taxes		2,746			4,550
Income tax provision		545			303
Non-controlling interests		993			1,651
Net income attributable to shareholders of Akumin		1,208			2,596
Adjusted EBITDA (in thousands)	Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Revenue		101,536			70,200
Less:
Employee compensation		36,664			23,654
Reading fees		14,767			9,653
Rent and utilities		4,199			7,169
Third party services and professional fees		7,515			5,703
Administrative		5,644			4,582
Medical supplies and other expenses		3,142			2,720
IFRS 16 impact on leases		7,070			—
Sub-total		79,001			53,481
Non-controlling interests		993			1,651
Adjusted EBITDA		21,542			15,068
Adjusted EBITDA Margin		21	%		21	%

- 5 -

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Jun 30, 2019			Three-month period ended Jun 30, 2018			Six-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2018
Net income (loss) attributable to shareholders of Akumin		(961	)		1,436			1,208			2,596
Income tax provision		270			207			545			303
Depreciation and amortization		6,635			2,164			12,765			4,272
Interest expense		5,300			1,379			8,770			2,719
EBITDA		11,244			5,186			23,288			9,890
Adjustments:
Stock-based compensation		935			1,424			1,953			3,041
Impairment of property and equipment		—			451			—			638
Settlement costs (recoveries)		(14	)		76			(1,231	)		129
Acquisition-related costs		1,764			486			2,550			663
Public offering costs		—			709			—			814
Financial instruments revaluation and other (gains) losses		1,994			(72	)		2,052			(107	)
Sub-total		15,923			8,260			28,612			15,068
IFRS 16 impact on leases		(3,633	)		—			(7,070	)		—
Adjusted EBITDA		12,290			8,260			21,542			15,068
Revenue		53,985			36,774			101,536			70,200
Adjusted EBITDA Margin		23	%		22	%		21	%		21	%
Adjusted EBITDA		12,290			8,260			21,542			15,068
Less:
Depreciation and amortization		6,635			2,164			12,765			4,272
Interest expense		5,300			1,379			8,770			2,719
Add:
IFRS 16 impact on depreciation and interest expense		4,793			—			9,383			—
Sub-total		5,148			4,717			9,390			8,077
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,248			1,165			2,277			1,995
Adjusted net income attributable to shareholders of Akumin		3,900			3,552			7,113			6,082

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

- 6 -

EX-99.35

Exhibit 99.35

Akumin Expands in Texas with Five Diagnostic Centers

and US$13 Million Revenues

August 19, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU.U; AKU) (“Akumin” or the “Corporation”) announced today it has acquired five freestanding, outpatient diagnostic imaging centers in El Paso, Texas from Southwest X-Ray, LP. The five multi-modality centers produced a combined revenue of $13.3 million on a last twelve months basis as at December 31, 2018. The purchase price due at closing was paid using proceeds drawn from Akumin’s revolving credit facility.

“We’re very excited to welcome Fernando and Veronica Escargaza and their team from Southwest X-Ray to the Akumin family. This transaction represents a strategic foothold in West Texas, executing on our strategy of expanding and building density in key markets,” said Riadh Zine, President and Chief Executive Officer of Akumin.”

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should

be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

Riadh Zine

President and Chief Executive Officer

416-613-1391

- 2 -

EX-99.36

Exhibit 99.36

Form 51-102F4

Business Acquisition Report

Item 1 Identity of Company

1.1 Name and Address of Company

Akumin Inc. (including its affiliates and subsidiaries, the “Company”)

151 Bloor Street West, Suite 603

Toronto, ON M4S 1S4

1.2 Executive Officer

Riadh Zine, President and Chief Executive Officer—416-613-1391

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

The Company consummated the acquisition of all of the issued and outstanding equity of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (collectively, the “Targets”) contemporaneously pursuant to separate share purchase agreements dated April 15, 2019 (the “Acquisitions”). The businesses of the Targets consisted of outpatient diagnostic imaging centers operated in Florida and exclusive management of the non-clinical affairs of outpatient diagnostic imaging centers in Georgia. All of the Targets were under common management. Additional disclosure regarding the Targets and the Acquisitions can be found in the Company’s material change report dated June 7, 2019, a copy of which is available on the Company’s SEDAR profile at www.sedar.com.

2.2 Acquisition Date

May 31, 2019

2.3 Consideration

The total purchase price for the Targets was approximately US$214 million of which an aggregate of US$25 million was satisfied by the issuance of Akumin shares at a price of US$4.00 per share (based on the purchase agreements) with the balance paid in cash. Part of the purchase price for SFL Radiology Holdings, LLC, the exclusive manager of Elite Radiology of Georgia, LLC, is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses. The cash portion of the purchase price was partly financed through new credit facilities for an aggregate principal amount of US$382 million which financing closed contemporaneously with the Acquisitions.

2.4 Effect on Financial Position

Contemporaneously with the closing of the Acquisitions, the Company increased its available credit facilities from an aggregate principal amount of US$130 million to US$382 million, a portion of which was used to finance the cash portion of the

purchase price payable in connection with the Acquisitions. The Company does not have any current plans or proposals for material changes in the Company’s business affairs or the affairs of the businesses of the Targets that it acquired which would have significant effects on the results of operations and financial position of the Company other than what has been discussed above.

2.5 Prior Valuations

To the knowledge of the Company, there has been no valuation opinion obtained within the last 12 months by the Targets or the Company required by securities legislation or a Canadian exchange or market to support the consideration paid by the Company in connection with the Acquisitions.

2.6 Parties to Transaction

The Acquisitions were not with any informed person, associate or affiliate of the Company.

2.7 Date of Report

August 22, 2019

Item 3 Financial Statements and Other Information

The following financial statements, which are appended hereto as Exhibits A through H of this report, respectively, are hereby incorporated by reference and form part of this report:

• Exhibit A – Audited consolidated financial statements of ADG Acquisition Holdings, Inc. for the year ended December 31, 2018;

• Exhibit B – Audited consolidated financial statements of TIC Acquisition Holdings, LLC for the year ended December 31, 2018;

• Exhibit C – Audited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC for the year ended December 31, 2018;

• Exhibit D – Unaudited consolidated financial statements of ADG Acquisition Holdings, Inc. for the three-month period ended March 31, 2019;

• Exhibit E – Unaudited consolidated financial statements of TIC Acquisition Holdings, LLC for the three-month period ended March 31, 2019;

• Exhibit F – Unaudited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC for the three-month period ended March 31, 2019; and

• Exhibit G – Unaudited consolidated income statement of the Company that gives effect to the acquisition of the Targets as if they had taken place at January 1, 2018 for the year ended December 31, 2018 and for the three-month period ended March 31, 2019, including pro forma earnings per share based on such income statements.

Cautionary Statement Regarding Forward-Looking Statements

Certain information included in this Business Acquisition Report, including the unaudited pro forma consolidated financial statements of the Company attached as Exhibit G, and statements that express management’s expectations or estimates of future performance including the effect of the acquisition of the Targets on the Company’s results of operations or financial position, may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. These statements relate to analysis and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions by management. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this Business Acquisition Report. The various factors that could cause results to vary materially from those indicated in the forward-looking statements include a failure to realize anticipated synergies and the ability of the Company to integrate the businesses of the Targets into its operations. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from.

Exhibit A

Audited consolidated financial statements of ADG Acquisition Holdings, Inc.

for the year ended December 31, 2018

See attached.

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2018 AND 2017

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

YEARS ENDED DECEMBER 31, 2018 AND 2017

TABLE OF CONTENTS

	PAGE NO.
INDEPENDENT AUDITORS’ REPORT	1 - 2
CONSOLIDATED BALANCE SHEETS December 31, 2018 and 2017	3
CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, 2018 and 2017	5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT Years ended December 31, 2018 and 2017	6
CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2018 and 2017	7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	8 - 20
SUPPLEMENTARY FINANCIAL INFORMATION
CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES AND GENERAL AND ADMINISTRATIVE EXPENSES	21

INDEPENDENT AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS

OF ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of ADG Acquisition Holdings, Inc. and Subsidiaries which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of income, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Tampa | 201 East Kennedy Boulevard, Suite 1500, Tampa, Florida 33602 | ph 813 288 8826 | fx 813 288 8836

Skoda Minotti | Certified Public Accountants | www.skodaminotti.com

AKRON | CLEVELAND | TAMPA

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ADG Acquisition Holdings, Inc. and Subsidiaries as of December 31, 2018 and 2017, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Report on Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidated schedules of cost of services, selling expenses and general and administrative expenses are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from, and relates directly to, the underlying accounting and other records used to prepare the consolidated financial statements. The supplementary information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

SKODA MINOTTI & CO.

Tampa, Florida

May 15, 2019

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

ASSETS

	2018		2017
CURRENT ASSETS
Cash	$	1,909,812	$	866,458
Current portion of accounts receivable		13,128,038		11,429,145
Other current assets		401,703		475,306
		15,439,553		12,770,909
NONCURRENT ASSETS
Accounts receivable—net		2,082,010		2,157,286
Premises and equipment—net		5,882,007		3,881,349
Goodwill		15,791,961		15,791,961
Lease right—net		5,280,000		5,760,000
Other assets		86,647		108,767
		29,122,625		27,699,363
	$	44,562,178	$	40,470,272

-3-

LIABILITIES AND SHAREHOLDERS’ DEFICIT

	2018			2017
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	3,848,563		$	2,266,924
Current portion of long-term debt		3,300,000			2,376,634
Current portion of contingent consideration		1,411,379			1,500,000
		8,559,942			6,143,558
DEFERRED TAX LIABILITY		41,856			412,552
LINE OF CREDIT		2,080,829			—
LONG-TERM DEBT—NET		87,382,132			88,323,650
LIABILITY FOR PUTTABLE WARRANT		6,070,000			5,800,000
LIABILITY FOR CONTINGENT CONSIDERATION		1,624,203			2,585,923
		97,199,020			97,122,125
		105,758,962			103,265,683
SHAREHOLDERS’ DEFICIT
Common stock, par value $.01; 2,000,000 shares authorized; 1,000,000 issued and outstanding		10,000			10,000
Additional paid-in capital		1,694,944			1,225,157
Accumulated deficit		(7,565,480	)		(6,304,037	)
UNEARNED ESOP SHARES		(55,336,248	)		(57,726,531	)
		(61,196,784	)		(62,795,411	)
	$	44,562,178		$	40,470,272

The accompanying notes are an integral part of these consolidated financial statements.

-4-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2018 AND 2017

	2018			2017
NET PATIENT SERVICE REVENUES	$	36,966,679		$	33,413,622
COST OF SERVICES		8,082,302			7,422,434
SELLING EXPENSES		3,551,801			3,063,611
GENERAL AND ADMINISTRATIVE		13,112,143			11,105,464
OPERATING INCOME		12,220,433			11,822,113
OTHER INCOME (EXPENSES)
Other income		176,462			—
Interest expense		(10,136,129	)		(10,347,687	)
Puttable warrant expense		(270,000	)		(600,000	)
Change in fair value of contingent consideration		(574,659	)		(308,265	)
Acquisition cost		—			(213,168	)
ESOP transaction fees and costs		(106,277	)		(161,912	)
		(10,910,603	)		(11,631,032	)
INCOME BEFORE INCOME TAXES		1,309,830			191,081
PROVISION FOR INCOME TAXES		(605,278	)		(51,617	)
NET INCOME	$	704,552		$	139,464

The accompanying notes are an integral part of these consolidated financial statements.

-5-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2018 AND 2017

	Common Stock				Additional paid-in		Accumulated			Unearned			Total shareholders’
	Shares		Amount		capital		deficit			ESOP shares			deficit
Balance, January 1, 2017		1,000,000	$	10,000	$	985,084	$	(5,166,737	)	$	(59,260,777	)	$	(63,432,430	)
Unearned ESOP shares		—		—		—		—			1,534,246			1,534,246
ESOP share release		—		—		—		(1,276,764	)		—			(1,276,764	)
Tax effect of ESOP deductions in excess of book expense		—		—		240,073		—			—			240,073
Net income		—		—		—		139,464			—			139,464
Balance, December 31, 2017		1,000,000		10,000		1,225,157		(6,304,037	)		(57,726,531	)		(62,795,411	)
Unearned ESOP shares		—		—		—		—			2,390,283			2,390,283
ESOP share release		—		—		—		(1,965,995	)		—			(1,965,995	)
Tax effect of ESOP deductions in excess of book expense		—		—		469,787		—			—			469,787
Net income		—		—		—		704,552			—			704,552
Balance, December 31, 2018		1,000,000	$	10,000	$	1,694,944	$	(7,565,480	)	$	(55,336,248	)	$	(61,196,784	)

The accompanying notes are an integral part of these consolidated financial statements.

-6-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2018 AND 2017

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	704,552		$	139,464
Adjustments to reconcile net income to net cash provided by operating activities:
Add back (deduct) items not affecting cash:
Puttable warrant expense		270,000			600,000
Fair value of contingent consideration		574,659			308,265
Depreciation and amortization		2,061,175			1,945,944
Bad debt expense		500,000			—
Paid-in-kind additions to interest expense		1,007,588			974,214
Amortization of debt issuance costs		786,228			222,478
Amortization of loan discount for puttable warrant		21,343			73,329
Released ESOP shares compensation expense		894,075			497,555
Deferred taxes		(370,696	)		(202,748	)
Cash provided by changes in the following items:
Increase in accounts receivable		(2,123,617	)		(2,499,974	)
Decrease in other current assets		73,603			148,720
(Increase) decrease in other assets		22,120			(54,886	)
Increase (decrease) in accounts payable and accrued liabilities		1,581,639			(375,826	)
Net cash provided by operating activities		6,002,669			1,776,535
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of premises and equipment		(3,581,833	)		(442,359	)
Cash acquired in acquisition of business (see Note 2)		—			415,000
Net cash used in investing activities		(3,581,833	)		(27,359	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt issue costs		(419,745	)		(140,000	)
Payments on long-term debt		(2,498,805	)		(5,146,934	)
Proceeds from long-term debt		1,085,239			3,000,000
Proceeds from line of credit		2,080,829			—
Payments on contingent liability		(1,625,000	)		—
Net cash used in financing activities		(1,377,482	)		(2,286,934	)
NET INCREASE (DECREASE) IN CASH		1,043,354			(537,758	)
CASH, BEGINNING OF YEAR		866,458			1,404,216
CASH, END OF YEAR	$	1,909,812		$	866,458

The accompanying notes are an integral part of these consolidated financial statements.

-7-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

ADG Acquisition Holdings, Inc. (the “Company”) is a C-Corporation organized in the state of Florida on December 7, 2015. The Company was organized in connection with the conversion of all outstanding ownership interests of ADG Acquisition Holdings, LLC and Subsidiaries (“ADH”) to 100% of the newly issued and outstanding shares of the Company on December 11, 2015. Concurrently, all ownership of the Company was transferred to a newly formed employee stock ownership plan (see Note 9) through a series of stock redemption and sales transactions. The Company owns and operates fourteen imaging centers throughout Florida. Imaging services provided by the Company consist of Magnetic Resonance Imaging (“MRI”), Radiography (“X-Ray”), Computerized Tomography (“CT”), and Ultrasound.

Acquisition Method for Business Combinations

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, of the Financial Accounting Standard Board (“FASB”), assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred.

The Company determined the fair value of assets and liabilities acquired through application of FASB ASC 820-10, Fair Value Measurements. Fair value measurements were based on management judgments and management estimates (level 3 inputs under FASB ASC 820-10).

Basis of Accounting

The Company uses the accrual method of accounting. Under this method, revenues are recognized in the period earned and expenses are recognized when incurred.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

-8-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, goodwill is tested for impairment on an annual basis, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. The Company has not recorded any impairment losses related to goodwill for the years ended December 31, 2018 and 2017.

Risks and Uncertainties

The Company is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Approximately 55% of the Company’s scan volume is derived from patient charges billed under the Personal Injury Protection statute of Florida law (Florida statute 627.736 – the “PIP” statute). This statute has been subjected to legislative scrutiny in recent years and may come under review again in future legislative sessions. Any significant change to the PIP statute could impact future revenues of the Company for its diagnostic imaging services.

Cash

The Company maintains cash balances at two financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

Accounts Receivable and Net Patient Service Revenues

Accounts receivable and related revenues are recognized on the date diagnostic imaging services are performed based on amounts the Company believes are reasonably assured of being collected. Amounts are recorded at established billing rates and reduced by estimated allowances for contractual adjustments and uncollectible amounts. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors.

Allowances for contractual adjustments and uncollectible amounts are based on estimated collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables. The Company continuously monitors those factors affecting the collectability of accounts receivables and adjusts estimated allowances as final settlements are determined and as estimates of future collections change. Depending on the changes made in the allowances, net revenues would increase or decrease.

-9-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk

Accounts receivables included in the consolidated balance sheets consist primarily of amounts from insurance carriers billed under the PIP statute and amounts billed through Letters of Protection (promises to pay) with attorneys, all in connection with the PIP statute. Collections from insurance carriers are based on fee schedules prescribed in the PIP statute. Collections from attorneys can take up to four to seven years or more depending on when and if the patient’s case is settled.

Premises and Equipment

All premises and equipment, including leasehold improvements are recorded at cost.

Maintenance and repairs, which do not improve efficiency or extend useful lives, are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets or the remaining lease term which range from two to ten years. Amortization of assets under capital leases is included in depreciation and amortization.

Medical equipment	5 –7 years
Office equipment	2 – 7 years
Computer equipment	3 – 7 years
Furniture and fixtures	5 years
Leasehold improvements	10 years

Leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease.

Impairment of Long-lived Assets

In accordance with ASC 360-10, Property, Plant, and Equipment, the Company evaluates its long-lived assets for financial impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amounts of the assets against their estimated undiscounted future cash flows. If such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair value. The Company did not record an impairment loss related to long-lived assets for the years ended December 31, 2018 and 2017.

-10-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Debt Issue Costs

Debt issue costs related to term debt are amortized using the straight-line method, which approximates the interest method, over the term of the respective loans and are presented as a reduction of long-term debt on the accompanying consolidated balance sheets in accordance with ASC 835-30-45, Imputation of Interest. The gross carrying amount as of December 31, 2018 and 2017 was $419,745 and $1,159,056, respectively, with accumulated amortization of $69,958 and $442,786, respectively. Amortization expense for the years ended December 31, 2018 and 2017 was $786,228 and $222,478, respectively. Amortization expense in 2018 includes the write off of debt issue costs on refinanced debt of $716,270.

Puttable Warrants

The Company issued 727,273 warrants to the Company’s Chief Executive Officer and former majority owner (the “Holder”) of ADH in connection with the formation of an employee stock ownership plan in December, 2015 (see Note 9). The warrant agreement contains a put right requiring the Company to redeem all or a portion of the warrants at a price as set forth therein in the event of a change of control or any time following the one year anniversary of the final payment on the subordinated note due the Holder. Puttable warrants create a conditional obligation of the Company and as such, are recorded as a liability in the accompanying consolidated balance sheet in accordance with ASC 480-10-55-30, Distinguishing Liabilities from Equity. The Company calculated the initial fair value of the warrants as of December 31, 2018 and 2017 using the Black-Scholes option pricing model. All future changes in the fair value of the warrants will be recorded in the consolidated statement of operations in accordance with ASC 470-20-25, Debt. The fair value of the warrants at December 31, 2018 and 2017 was $6,070,000 and $5,800,000, respectively.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes resulting primarily from the tax effects of temporary differences between financial and income tax reporting. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the fiscal period that includes the enactment date.

-11-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (continued)

The Company considers all positive and negative evidence available in determining the potential realization of deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income and prudent and feasible tax planning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent tax planning strategies due to the inherent lack of subjectivity associated with these factors. In addition, the Company is subject to periodic examination of its income tax returns resulting from these examinations to determine the adequacy of its provision for income taxes. To the extent the Company were to prevail in matters for which accruals have been established or to be required to pay amounts in excess of such accruals, the Company’s effective tax rate in a given financial statement period could be materially affected.

The Company is subject to routine income tax audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Management believes it is no longer subject to income tax examinations for years prior to the year ended December 31, 2014.

Subsequent Events

The Company evaluated subsequent events through the Independent Auditors’ Report date. On April 15, 2019, the Company (along with other related party entities of the Company) entered into an agreement with a Canadian-based company to sell all outstanding equity interests for approximately $214,000,000. There were no other additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

New Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. The ASU requires all leases with lease terms more than 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. This ASU will be effective for the Company for the year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

-12-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. BUSINESS COMBINATIONS

In May 2017, the Company acquired an imaging center in Jacksonville, Florida through an Asset Purchase Agreement with an entity owned by members or executives of the Company. In connection with the purchase, the Company acquired certain assets and assumed certain liabilities of the selling entity in exchange for cash consideration paid by a lender of $7,000,000 plus contingent consideration (“earn-out”) of $125,000 per month beginning January 2018, payable over a period of seven years, at an amount not to exceed $5,000,000. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed and the calculation of goodwill reported in the accompanying consolidated balance sheets.

Consideration transferred:
Cash	$	7,000,000
Contingent consideration (see below)		3,777,658
Accrued liabilities assumed		408,510
		11,186,168
Less assets acquired:
Cash		(415,000	)
Prepaid expenses		(12,196	)
Premises and equipment		(1,139,540	)
		(1,566,736	)
Goodwill	$	9,619,432

The monthly earn-out payment noted above is contingent upon the acquired business exceeding EBITDA of $1,800,000, as determined each month end over a trailing twelve month period. In accordance with ASC 805-10, Business Combinations, contingent consideration is part of the total consideration transferred and is recorded at acquisition date at the estimated fair value of future payouts. The Company estimates that earn-out payments will be paid in full as scheduled over the remaining payout period and as such, recorded a liability at acquisition date of $3,777,658 for the estimated fair value of the payout obligation. Fair value was estimated based on the present value of the remaining monthly earn-out payments (28 months as of December 31, 2018 and 40 months as of December 31, 2017), using an interest rate of 13.5%. Future changes in the estimate of the payout obligation are recorded as a gain or charge to current period earnings. The fair value of the payout obligation was $3,035,582 and $4,085,923 at December 31, 2018 and 2017, respectively as a result payments on the contingent consideration and interest component of the fair value computation.

3. INTANGIBLE ASSET – LEASE RIGHT

During 2015, the Company acquired the lease rights to open a new imaging center in Palm Beach, Florida in exchange for seller short term financing of $7,200,000. Under the Asset Purchase Agreement, no other assets were acquired or liabilities were assumed and as such, the entire purchase price is recorded in the accompanying consolidated balance sheets as an intangible asset. The intangible asset is being amortized over 15 years representing the term of the lease plus renewal periods reasonably expected to be executed. Annual amortization expense for future years as well as 2018 and 2017 is $480,000.

-13-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. ACCOUNTS RECEIVABLE – NET

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible amounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At December 31, 2018 and 2017, the Company provided an allowance of doubtful accounts totaling $1,200,000 and $700,000, respectively, which is presented as a direct reduction of non-current accounts receivable on the accompanying consolidated balance sheets.

At December 31, 2018 and 2017, accounts receivable (including the noncurrent portion) were $16,410,048 and $14,286,431, respectively. Gross receivables as reported on the Company’s billing system at December 31, 2018 and 2017 were approximately $57,000,000 and $44,000,000, respectively. Collections on certain receivables generally exceed one year and as a result, management has classified 20% of receivables as long term.

5. PREMISES AND EQUIPMENT – NET

Premises and equipment consisted of the following at December 31, 2018 and 2017:

	2018			2017
Medical equipment	$	7,577,900		$	5,295,260
Office equipment		512,461			491,364
Computer equipment		606,154			558,802
Furniture and fixtures		300,418			215,341
Leasehold improvements		4,506,131			3,360,464
		13,503,064			9,921,231
Less: Accumulated depreciation and amortization		(7,621,057	)		(6,039,882	)
	$	5,882,007		$	3,881,349

Depreciation and amortization expense of premises and equipment for the years ended December 31, 2018 and 2017 was $1,581,175 and $1,399,009, respectively.

6. LINE OF CREDIT

The Company maintains a five-year line of credit with a financial institution up to $5,000,000. Interest is payable monthly at a rate equal to the one month LIBOR plus 3.5% (6.85% at December 31, 2018) and any unpaid principal and interest is due at maturity (March 2023). The line of credit is secured by all assets of the Company and a pledge of all unallocated ESOP shares (see Note 9). At December 31, 2018 the outstanding balance on the line of credit was $2,080,829.

-14-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. LONG-TERM DEBT

Long-term debt of the Company as of December 31, 2018 and 2017 is as follows:

	2018			2017
Note payable to senior lender to refinance the previous senior secured term loan, bearing interest equal to the one month LIBOR plus 3.5% (6.85% at December 31, 2018), principal and interest paid monthly; 7.5% of original principal balance paid in years one and two; 10% of original principal balance paid in year three; and 12.5% in both years four and five; with one final balloon payment and any unpaid fees and interest due at maturity (March 2023). Unamortized debt issuance costs of $349,787 at December 31, 2018.	$	41,175,213		$	—
Series of subordinated notes as part of the Stock Redemption and Securities Issuance Agreement, bearing interest at 12%, 10% of which is payable in quarterly cash installments, the other 2% is classified as paid-in-kind (PIK) interest. PIK interest is added to the principal balance of the notes, through maturity, which is November 2025; remaining principal due at maturity.		37,169,087			36,431,327
Note payable to previous senior lender to finance the ESOP loan and pledge agreement (see Note 9) and refinance existing debt. Refinanced in 2018.		—			35,119,833
Subordinated note payable to private lender, bearing interest at 12%, 10% of which is payable in quarterly cash installments, the other 2% is classified as paid-in-kind (PIK) interest. PIK interest is added to the principal balance of the notes, through maturity, which is June 2021; remaining principal due at maturity.		13,628,556			13,359,358
Note payable to previous senior lender to finance the Asset Purchase Agreement for an imaging center in Jacksonville, FL (see Note 2). Refinanced in 2018.		—			6,703,667
Note payable to previous senior lender to finance purchase of equipment. Refinanced in 2018.		—			398,166
		91,972,856			92,012,351
Less: Current portion		(3,300,000	)		(2,376,634	)
Principal due		88,672,856			89,635,717
Less: Discount for puttable warrant		(1,290,724	)		(1,312,067	)
	$	87,382,132		$	88,323,650

-15-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. LONG-TERM DEBT (continued)

Aggregate maturities of long-term debt are as follows:

YEAR ENDING DECEMBER 31:
2019	$	3,300,000
2020		4,125,000
2021		18,853,555
2022		5,500,000
2023		23,375,000
Thereafter		37,169,088
		92,322,643
Unamortized debt issuance costs		(349,787	)
	$	91,972,856

The notes payable contain certain covenants and restrictions. At December 31, 2018 and 2017, the Company was in compliance with all such covenants.

Interest expense related to long-term debt for the years ended December 31, 2018 and 2017 was approximately $10,136,000 and $10,348,000, respectively.

8. INCOME TAXES

The components of the provision for income taxes for the years ended December 31, 2018 and 2017 are as follows:

	2018			2017
Current	$	975,974		$	254,365
Deferred		(370,696	)		(202,748	)
Total provision	$	605,278		$	51,617

The Company’s effective tax rate differs from what would be expected if the Federal statutory rate of 21% for 2018 (newly enacted tax rate effective for 2018) or 34% for 2017 was applied to income before taxes. For 2018, the higher effective tax rate resulted primarily from the effect of state income taxes and the inclusion in these financial statements of nondeductible expenses related to meals and entertainment and for expense recognized for the increase in the liability for puttable warrants. For 2017, the effective tax rate increased for these same items but was overall lower than the Federal statutory rate as a result of adjustments recognized in the Company’s net deferred taxes liabilities for changes in tax laws and corporate tax rates. Reductions to the Company’s net deferred tax liability as of December 31, 2017 resulting from changes in corporate tax rates were approximately $201,000.

-16-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INCOME TAXES (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax liabilities and assets as of December 31, 2018 and 2017 are as follows:

	2018		2017
Deferred tax liabilities:
Tax depreciation in excess of book	$	1,154,642	$	548,334
Tax amortization of goodwill in excess of book		532,479		328,091
Other		23,640		40,858
	1,710,761		917,283
Deferred tax assets:
NOL carryforward		—		170,797
Nondeductible interest expense		1,128,497		—
Nondeductible expense for contingent consideration		223,777		78,130
Nondeductible bad debt expense		316,631		202,204
Other		—		53,600
		1,668,905		504,731
Net deferred tax liability	$	41,856	$	412,552

The Company receives favorable tax treatment for contributions made to the employee stock ownership plan (see discussion at Note 9). Contributions made prior to September 15^th of the following year are deductible in the tax return of the preceding year. For the plan year ended December 31, 2018, the Company made contributions to the plan on April 9, 2019 and on December 31, 2018 of approximately $1,333,000 and 2,485,000, respectively. For the plan year ended December 31, 2017, the Company made contributions to the plan on December 20, 2017 of approximately $2,465,000. In accordance with ASC 718-740-45-5, Compensation – Stock Compensation, the tax effect of deductible amounts in excess of expense recorded in the consolidated financial statements (related to the plan contribution) is recognized as a credit to shareholders’ equity. The Company recorded credits to shareholders’ equity for deductible plan expenses in excess of related book expenses for the years ended December 31, 2018 and 2017 of approximately $470,000 and $240,000, respectively.

The Company performs an evaluation of the realizability of its deferred tax assets on an annual basis. The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets, including the scheduled reversal of temporary differences, recent and projected future taxable income and prudent and feasible tax planning strategies. The Company did not record a valuation allowance as of December 31, 2018 and 2017 against its deferred income tax assets as they are more likely than not to be realized in future periods.

The Company intends to request a private letter ruling from the Internal Revenue Service (“IRS”) granting relief for the omission of a certain technical filing form required by Federal tax regulations in order to file returns on a consolidated basis. The Company has filed consolidated returns since its conversion to a C-Corporation on December 11, 2015. Since the statute closes on the 2015 short period return in September 2019, the Company will likely seek the ruling for 2016 and amend/file on a

-17-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INCOME TAXES (continued)

subsidiary level basis for the period December 12, 2015 to December 31, 2015. The Company is unable, at this time, to estimate any possible tax liability for periods after 2015 if the IRS were ultimately to rule against the availability of filing consolidated returns. The Company does not expect any significant tax liability to be generated as a result of filing returns for the 20 day period in 2015 on a subsidiary level basis.

9. EMPLOYEE STOCK OWNERSHIP PLAN

In December 2015, the Company formed an employee stock ownership plan (the “ESOP”). Prior to forming the ESOP, the former members of ADH converted their membership interests into 1,000,000 shares of a newly formed C-Corporation, ADG Acquisition Holdings, Inc. (referred to throughout these Notes to Consolidated Financial Statements as the “Company”). In connection with the ESOP transaction, the Company redeemed 561,500 of the 1,000,000 outstanding shares for $34,797,201.

Concurrently, the ESOP acquired from the Company the redeemed shares plus the remaining 438,500 outstanding shares held by the majority owner for a total purchase price of $61,971,863. The purchase price was funded by an internal loan between the Company and the ESOP for the same amount. In accordance with ASC 718-40, Employee Stock Ownership Plans, the loan between the Company and the ESOP and the related interest income (to the Company) and interest expense (to the ESOP) are not reported in the accompanying consolidated financial statements. The cost of those shares (pledged as collateral for the internal loan) are reported as Unearned ESOP Shares in the accompanying consolidated balance sheets.

Under ASC 718-40, the annual contribution to the ESOP by the Company (equal to the ESOP’s debt service on the internal loan as discussed above) is also not reflected in the accompanying consolidated financial statements. Contributions are deductible in the Company’s consolidated tax return if funded prior to September 15th of the following year. As the internal loan is repaid, shares are released from collateral and allocated to active employees based on the provisions of the plan document.

Compensation expense is recorded in the accompanying consolidated statements of operations for the post ESOP period based on the shares released and the fair value of the those shares as estimated by the Company. Shares released to the ESOP for 2018 and 2017 were 38,571.62 and 24,757.89, respectively. The Company recorded compensation expense for those shares of $424,288 and $257,482 for the years ended December 31, 2018 and 2017, respectively, based on the estimated fair value per share of $11.00 and $10.40, respectively. The cost of those shares to the ESOP of $61.97 per share is recorded as a reduction to Unearned ESOP Shares with the difference between fair value and cost per share recorded as an increase of decrease to accumulated deficit.

The ESOP covers all employees who have reached 21 years old and who have been an employee of the Company for at least one year.

As the Company is not traded on an established securities market, the ESOP includes a put option, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value as defined by the ESOP for a specified time period after distribution of the shares from the ESOP.

-18-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. MANAGEMENT INCENTIVE PLAN

The Company adopted a Management Incentive Plan effective January 1, 2016 making available for issuance stock appreciation rights (“SARs”) for issuance to key employees. Under the terms of the plan, the Company can issue up to a maximum of 45,454 “Retention” SARs and 45,455 “Performance” SARs. Retention SARs are time vested and Performance SARs vest based on the Company attaining certain performance measures. No SARs were granted as of December 31, 2018 and 2017.

11. RELATED PARTY TRANSACTIONS

During the years ended December 31, 2018 and 2017, the Company paid management fees to certain entities owned by members or executives of the Company in the amount of $150,000 which are included under general and administrative expenses in the accompanying consolidated statements of income.

During the year ended December 31, 2018, the Company received management fees from an entity owned by members or executives of the Company of approximately $176,600, which are reported as other income in the accompanying consolidated statements of income.

As described in Note 2, the Company acquired an imaging center from an entity owned by members or executives of the Company.

12. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has non-cancelable operating leases for use of their facilities and for various equipment. The facility leases primarily have renewal clauses of three to five years exercisable at the option of the Company. Minimum future rental payments, under non-cancelable operating leases, are as follows:

YEAR ENDING DECEMBER 31:
2019	$	1,140,727
2020		941,294
2021		769,313
2022		717,196
2023		718,308
Thereafter		1,418,105
	$	5,704,943

For 2018, total expense for all operating leases for the period was approximately $1,232,200, and included rent on facilities of $1,087,500 and rent on equipment of $144,700. For 2017, total expense for all operating leases for the period was approximately $919,000 and included rent on facilities of $859,300 and rent on equipment of $59,700.

-19-

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. COMMITMENTS AND CONTINGENCIES (continued)

Profit Sharing Plan

The Company has a profit sharing plan covering substantially all of its employees. Participating employees may elect to contribute, on a tax deferred basis, a portion of their compensation in accordance with Section 401(k) of the Internal Revenue Code. There is no employer match of the employee contributions under the provisions of the plan. The plan does provide for a discretionary profit sharing contribution but there were no contributions for the years ended December 31, 2018 and 2017.

13. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest and income taxes during 2018 and 2017 was as follows:

	2018		2017
INTEREST	$	8,738,435	$	9,059,827
INCOME TAXES	$	242,886	$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended December 31, 2018, the Company refinanced $42,914,761 of its existing senior term loan.

During the year ended December 31, 2017, in connection with the purchase described in Note 2, the Company financed the acquisition with a note payable to a senior lender in the amount of $7,000,000 and contingent consideration in the form of an earn-out agreement in the amount of $3,777,658.

-20-

SUPPLEMENTARY FINANCIAL INFORMATION

ADG ACQUISITION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES

AND GENERAL AND ADMINISTRATIVE EXPENSES

YEARS ENDED DECEMBER 31, 2018 AND 2017

	2018		2017
COST OF SERVICES
Radiologist services	$	3,721,200	$	3,423,063
Payroll expenses		2,706,180		2,411,031
Service contracts		1,176,005		1,071,109
Film and medical supplies		375,676		397,926
Other		103,241		119,305
	$	8,082,302	$	7,422,434
SELLING EXPENSES
Payroll expenses, including commissions	$	1,628,716	$	1,539,534
Marketing and advertising expenses		1,524,881		1,147,950
Printing expenses		167,474		123,947
Other		230,730		252,180
	$	3,551,801	$	3,063,611
GENERAL AND ADMINISTRATIVE EXPENSES
Payroll expenses	$	6,566,029	$	5,689,657
Depreciation and amortization		2,061,175		1,945,944
Other		2,069,068		1,861,437
Rent		1,087,472		828,453
Bad debt expense		500,000		—
Utilities		678,399		629,973
Management fees		150,000		150,000
	$	13,112,143	$	11,105,464

See the Independent Auditor’s Report.

-21-

Exhibit B

Audited consolidated financial statements of TIC Acquisition Holdings, LLC

for the year ended December 31, 2018

See attached.

TIC Acquisition Holdings, LLC

Consolidated Financial Statements

Year Ended December 31, 2018

TIC Acquisition Holdings, LLC

Contents

Independent Auditor’s Report	3 - 4
Consolidated Financial Statements:
Consolidated Balance Sheet	5
Consolidated Statement of Operations	6
Consolidated Statement of Members’ Equity	7
Consolidated Statement of Cash Flows	8
Notes to Consolidated Financial Statements	9 - 20

2

	Tel   561-688-1600	1601 Forum Place, 9th Floor
	Fax   561-688-1848	Centurion Plaza
	www.bdo.com	West Palm Beach FI. 33401-2122

Independent Auditor’s Report

Board of Managers

TIC Acquisition Holdings LLC and Subsidiaries

West Palm Beach, Florida

We have audited the accompanying consolidated financial statements of TIC Acquisition Holdings LLC and Subsidiaries which comprise the consolidated balance sheet as of December 31, 2018, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

3

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TIC Acquisition Holdings LLC and Subsidiaries as of December 31, 2018, and the results of their operations and their cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As described in Note 13, a Canadian-based company acquired all of the outstanding equity interests of the Company effective May 31, 2019. Our opinion is not modified with respect to this matter.

West Palm Beach, Florida

Certified Public Accountants

August 12, 2019

4

Consolidated Financial Statements

TIC Acquisition Holdings, LLC

Consolidated Balance Sheet

December 31,	2018
Assets
Current Assets
Cash	$	670,502
Other receivable		22,846
Accounts receivable, net—current		4,111,335
Prepaid expenses and other current assets		173,916
Total current assets		4,978,599
Noncurrent Assets
Accounts receivable, net—long-term		1,027,834
Premises and equipment, net		5,398,320
Goodwill, net		7,295,987
Intangibles, net		897,600
Other assets		79,525
Total noncurrent assets		14,699,266
Total Assets	$	19,677,865
Liabilities and Members’ Equity
Current Liabilities
Accounts payable	$	644,944
Accrued expenses		200,552
Current portion of long-term debt		2,120,764
Current portion of preferred member’s capital		114,000
Total current liabilities		3,080,260
Long-term debt, net of current portion		8,865,047
Preferred member’s capital, net of current portion		622,250
Total Liabilities		12,567,557
Commitments and Contingencies
Members’ Equity
Membership interests		6,500,000
Retained earnings		610,308
Total members’ equity		7,110,308
Total Liabilities and Members’ Equity	$	19,677,865

See accompanying notes to consolidated financial statements.

5

TIC Acquisition Holdings, LLC

Consolidated Statement of Operations

Year Ended December 31,	2018
Patient service revenues, net of contractual adjustments	$	14,934,870
Cost of services		2,765,402
Gross profit		12,169,468
Selling, general and administrative		10,427,954
Operating income		1,741,514
Other income (expenses)
Other income		68,234
Interest expense		(516,256	)
Acquisition costs		(683,184	)
Total other income (expenses)		(1,131,206	)
Net income	$	610,308

See accompanying notes to consolidated financial statements.

6

TIC Acquisition Holdings, LLC

Consolidated Statement of Members’ Equity

	Membership Interest		Retained Earnings		Total Members’ Equity
Beginning Balance at January 1, 2018	$	—	$	—	$	—
Member contributions		6,500,000		—		6,500,000
Net income		—		610,308		610,308
Ending Balance at December 31, 2018	$	6,500,000	$	610,308	$	7,110,308

See accompanying notes to consolidated financial statements.

7

TIC Acquisition Holdings, LLC

Consolidated Statement of Cash Flows

December 31,	2018
Cash flows from operating activities
Net income	$	610,308
Adjustments to reconcile net income to net cash provided by
by operating activities:
Depreciation and amortization		2,090,857
Transaction costs—noncash		68,255
Net change in operating assets and liabilities:
Increase in other receivable		(849	)
Increase in accounts receivable		(1,389,169	)
Decrease in prepaid expenses and other current assets		33,430
Increase in accounts payable and accrued liabilities		676,542
Net cash provided by operating activities		2,089,374
Cash flows from investing activities:
Purchase of premises and equipment		(1,956,265	)
Acquisition of business, net of $197,020 cash acquired (see Note 2)		(11,516,413	)
Net cash used in investing activities		(13,472,678	)
Cash flows from financing activities:
Payments on long-term debt		(2,282,939	)
Proceeds of long-term debt		10,531,745
Capital contributions		3,900,000
Payments on the preferred member’s capital		(95,000	)
Net cash provided by financing activities		12,053,806
Net increase in cash		670,502
Cash, beginning of year		—
Cash, end of year	$	670,502
Supplemental disclosure of cash flow information:
Cash paid for interest	$	516,256

See accompanying notes to consolidated financial statements.

8

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Business

TIC Acquisition Holdings, LLC (the “Company”) is a Limited Liability Corporation organized in the state of Florida on January 1, 2018. The Company was organized in connection with the acquisition, effective January 1, 2018, of all outstanding member ownership interests of Imaging Centers of West Palm Beach, LLC and Subsidiaries (“ICW”), and certain assets of Imaging Center Management, Inc., which provided management services to ICW, (see Note 2) (together the “ICW Acquisition”). The Company owned, operated or managed seven imaging centers throughout Florida as of December 31, 2018. Imaging services provided by the Company consist of Magnetic Resonance Imaging (“MRI”) and Radiography (“X-Ray”).

Acquisition Method for Business Combinations

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, of the Financial Accounting Standard Board (“FASB”), assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred. The Company adopted the accounting alternative under ASC 805 effective January 1, 2018, which allows a private company to limit certain customer-related intangibles it recognizes separately under ASC 805 and include in goodwill. Under this alternative, private companies also do not separately recognize noncompetition agreements acquired as part of the transaction.

Fair Value Measurements

The Company’s primary financial instruments at December 31, 2018, and for the year then ended, consisted of cash, accounts receivable, accounts payable, and long-term debt. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

U.S. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability.

9

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

As of December 31, 2018, the fair value of the Company’s financial instruments approximated their carrying value due to the short-term nature of these instruments. The fair value of the Company’s debt approximates their carrying value based on the short duration and variable interest rates.

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates made by management include, but are not limited to, valuation allowances for accounts receivable and recoverability of carrying amount, and the estimated useful lives, of its long-lived assets. Although management believes that the Company’s assumptions are reasonable under the circumstances, actual results could differ from those estimates.

Intangible assets

The trade name finite-lived intangible asset acquired in the ICW Acquisition was initially measured based on its estimated fair value. The trade name is being amortized on a straight-line basis over its estimated useful life of 5 years. The Company continually evaluates the reasonableness of the useful lives of these assets. There was no impairment loss for intangible assets during the year ended December 31, 2018. See Notes 2 and 5.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of net assets in the ICW Acquisition effective January 1, 2018.

The Company elected the accounting alternative under Topic 350, Intangibles, Goodwill and Other (“ASC 350”) includes specific reporting disclosure requirements for privately held companies and allows eligible private companies to amortize goodwill and apply a one-step impairment model.

Goodwill is tested for impairment when a triggering event occurs that indicates that the fair value of an entity may be below its carrying amount. Such triggering events could include, but are not limited to, declining overall financial performance or deterioration in general economic conditions. When a triggering event occurs, management will first assess qualitative factors to determine whether the quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, management must perform the quantitative test to compare the entity’s fair value with its carrying amount, including goodwill. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, further testing is not necessary.

10

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

Goodwill impairment loss, if any, is measured as the excess of the carrying amount of the entity over its estimated fair value. Management noted no impairment indicators during the period ended December 31, 2018 or through the date of issuance of these financial statements which would result in an impairment loss. Adverse changes in operating results and/or unfavorable changes in economic factors used to estimate fair values could result in a non-cash impairment charge in the future.

Risks and Uncertainties

The Company is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Approximately 41% of the Company’s scan volume is derived from patient charges billed under the PIP statutes. This statute has been subjected to legislative scrutiny in recent years and may come under review again in future legislative sessions. Any significant change to the PIP statutes could impact future revenues of the Company for its diagnostic imaging services.

Regulatory and Other Matters

Laws and regulations governing the Medicare and Medicaid programs and healthcare generally are complex and subject to interpretation. Many of the Company’s other payers and provider contracts are also complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services.

Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to amounts previously recognized are reflected in the period the change in estimate becomes known.

The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has continued with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. The Company believes that it is in compliance with fraud and abuse regulations as well as other applicable government laws and regulations. Compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.

The Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information.

11

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), along with certain state rules, expanded upon HIPAA in a number of ways, including establishing notification requirements for certain breaches of protected health information. The Company may be subject to significant fines and penalties if found not to be compliant with these state or federal provisions.

Cash

The Company maintains cash balances at two financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

Accounts Receivable and Net Patient Service Revenues

Patient service revenues and related accounts receivable are recognized on the date diagnostic imaging services are performed at amounts the Company believes are reasonably assured of being collected. Charges are recorded at established billing rates and reduced by estimated allowances for contractual adjustments. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors. The regulations for government-sponsored healthcare programs and third-party payor contracts are complex and subject to interpretation. Allowances for contractual adjustments and uncollectible amounts are based on estimated historical collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables.

The Company continuously monitors those factors affecting the allowance for contractual adjustments and collectability of accounts receivable and adjusts amounts as final settlements are determined and as estimates of future collections change. Adjustments to previous estimates are recorded as contractual adjustments and reported in the periods that such adjustments become known.

The Company grants credit without collateral to its patients, most of who are local residents and are insured by third-party payor agreements. The allowance for uncollectible accounts is management’s best estimate of the amount of probable losses in accounts receivable, net of the allowance for contractual adjustments, based on a number of factors, including payor collection and adjustment history and review of past due balances, with particular emphasis on self-pay past due accounts greater than 90 days old. The Company writes off account balances against the allowance for contractual accounts after it exhausts all means of collection and considers the likelihood of recovery to be remote. The Company adjusts the allowance for uncollectible accounts as more current information becomes available and such adjustments are recorded in earnings in the period in which the change in estimate becomes known.

Cost of Services

Costs of services includes the cost of radiologist services and contracts, MRI technicians, and medical supplies and expenses.

12

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

Concentration of Credit Risk

Accounts receivables included in the consolidated balance sheet consist primarily of amounts from insurance carriers billed under the Florida Personal Injury Protection (“PIP”) statutes and amounts billed through Letters of Protection (promises to pay) with attorneys, all in connection with the PIP statutes. Collections from insurance carriers are based on fee schedules prescribed in the PIP statutes. Collections from attorneys can take from one month to up seven years or more depending on when and if the patient’s case is settled.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization, calculated using a straight-line method over the estimated useful lives of the assets. Premises and equipment obtained in connection with business acquisitions are stated at their estimated fair market value at the date of acquisition. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Upon disposal of property and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings.

Maintenance and repairs, which do not improve efficient or extend useful lives, are charged to operations as incurred. Amortization of assets under capital leases is included in depreciation and amortization.

Useful lives of premises and equipment are estimated as follows:

Medical equipment	5-7 years
Leasehold improvements	10 years
Computer equipment	3-7 years
Furniture and fixtures	5 years
Office equipment	2-7 years

Impairment of Long-lived Assets

The Company evaluates its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If facts and circumstances indicate that the carrying amounts of the Company’s long-lived assets may not be recoverable, the Company would compare the carrying amounts to estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. There were no events or circumstances identified for the year ended December 31, 2018 that caused the Company to conclude that long-lived assets should be tested for impairment.

Income taxes

The Company and its subsidiaries were formed as limited liability companies and are classified as pass-through entities for income tax purposes with all income tax liabilities or benefits passed through to its members. As such, no provision for federal or state income taxes has been recorded in the consolidated financial statements. Since the Company was organized in 2018, no tax years, other than 2018, remain open to examination by taxing authorities.

13

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

The Company applies the provisions of ASC Topic 740, Income Taxes, which clarifies the accounting for and reporting of income tax uncertainties, and requires additional disclosures related to uncertain income tax positions. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed the positions for its open tax years in its major jurisdictions and has determined whether or not there are uncertain tax positions that require financial statement recognition. No reserves for uncertain tax positions were required to have been recorded at December 31, 2018.

Advertising

The Company expenses advertising costs as incurred. Advertising expense was approximately $129,000 for the year ended December 31, 2018.

New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is than an entity should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update is effective for the Company beginning January 1, 2019. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes Topic 840, Leases. Under the new guidance, lessees will be required to recognize at the commencement date for all leases (with the exception of lease terms of 12 months or less for which there is not an option to purchase the underlying asset): (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The standard was to be effective for the Company on January 1, 2020, with early application permitted, however, the FASB met in July 2019 and is expected to defer the effective date until years beginning after December 15, 2020. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance.

14

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

2. Business Combination

Effective January 1, 2018, the Company acquired the membership interests of ICW and located in West Palm Beach, Florida through a Membership Interest Purchase Agreement. In addition, the Company acquired Image Center Management, Inc. ’s enterprise goodwill as defined in the Enterprise Goodwill Purchase Agreement. In connection with the purchase, the Company acquired certain assets and assumed certain liabilities of the selling entity for a purchase price of $17,800,297, which is net of the working capital adjustment of $199,703. The purchase price was comprised of a deferred payment obligation of $11,888,425, reinvestment of a portion of a former owner’s membership interest into membership interest of the Company with a fair value of $2,600,000 and reinvestment of a portion of the same former owner’s membership interest into preferred capital with fair value of $831,250, and subordinated loans to the former members (sellers) totaling $2,668,750, net of an adjustment for working capital and indebtedness. The Company paid the deferred payment obligation upon the execution of a loan agreement as described in Note 6, Long Term Debt, and settlement of the Membership Interest Purchase Agreement.

The following table summarizes the allocation of the total purchase consideration at the date of acquisition:

January 1, 2018	Estimated Fair Value
Tangible assets acquired:
Cash	$	197,020
Accounts receivable		3,750,000
Other receivable		21,997
Other current assets		200,358
Premises and equipment, net		4,400,000
Other noncurrent assets		73,377
Total tangible assets acquired		8,642,752
Liabilities assumed:
Accounts payable		(69,247	)
Accrued expenses		(1,860	)
Assumed liabilities		(71,107	)
Net tangible assets acquired		8,571,645
Goodwill		8,106,652
Intangible asset		1,122,000
Total purchase consideration	$	17,800,297

The Company expects recorded goodwill to be non-deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is being amortized over 10 years.

The results of operations of the acquired entities and the estimated fair values of the assets acquired, and liabilities assumed have been included in the consolidated financial statements since the date of the acquisition.

15

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

Costs incurred in connection with the acquisition were approximately $593,000 and are included in the caption “acquisition costs” in the accompanying consolidated statement of operations for the year ended December 31, 2018.

3. Accounts Receivable

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible accounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At December 31, 2018, the Company recorded an allowance for contractual adjustments and doubtful accounts totaling $10,684,093, which is presented as a direct reduction of accounts receivable on the accompanying consolidated balance sheet. At December 31, 2018, the Company determined that no allowance for uncollectible accounts was necessary.

At December 31, 2018, accounts receivable (including the noncurrent portion) were $5,139,169. Due to the Company’s focus on business from PIP and letters of protection throughout the state of Florida, collections on these receivables can exceed one year from the date of service and are classified as noncurrent in the accompanying consolidated balance sheet.

4. Premises and Equipment—Net

Premises and equipment consisted of the following at December 31, 2018:

	2018
Medical equipment	$	4,851,822
Leasehold improvements		1,358,287
Computer equipment		114,355
Furniture and fixtures		87,031
Office equipment		42,617
Total premises and equipment		6,454,112
Less: Accumulated depreciation and amortization		(1,055,792	)
Premises and equipment, net	$	5,398,320

Depreciation and amortization expense of premises and equipment for the year ended December 31, 2018 was $1,055,792.

5. Goodwill and Intangible Assets

Goodwill subject to amortization at December 31, 2018 and associated expense for the year ended December 31, 2018 is as follows:

	Remaining Useful Life		Assigned Useful Life		Gross Carrying Amount
Goodwill		9		10	$	8,106,652
Accumulated amortization						(810,665)
Goodwill, net of accumulated amortization					$	7,295,987

Amortization expense related to goodwill was $810,665 for the year ended December 31, 2018.

16

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

Intangible assets subject to amortization, including estimated useful lives in years, at December 31, 2018 consists of the following:

	Remaining Useful Life		Useful Life		Gross Carrying Amount
Trade name		4		5	$	1,122,000
Accumulated amortization						(224,400	)
Total amortizable intangible assets					$	897 600

Total amortization expense for the year ended December 31, 2018 pertaining to the above intangible asset was $224,400.

Estimated amortization expense for each of the five succeeding years and thereafter based on goodwill and intangible assets as of December 31, 2018 is expected to be as follows:

For the year ending December 31,
2019	$	1,035,065
2020		1,035,065
2021		1,035,065
2022		1,035,065
2023		810,665
Thereafter		3,242,662

6. Long-Term Debt

Long-term debt of the Company as of December 31, 2018 is as follows:

	December 31, 2018
Equipment loan	$	3,300,001
Term loan		5,322,060
Subordinated promissory note		2,363,750
Total		10,985,811
Less current portion		2,120,764
Total long-term debt	$	8,865,047

On March 6, 2018, the Company entered into a loan agreement with a bank (the “Loan Agreement”) which included a $7.0 million term loan, a $3.6 million equipment loan, and a guidance line of credit of up to $1.25 million for the purchase of new equipment under guidance notes. The equipment loan bears interest at a rate of one-month LIBOR plus 2.25% (4.63% at December 31, 2018) and requires payment of accrued interest monthly beginning April 6, 2018, and monthly principal payments of $42,857 beginning June 6, 2018 with all remaining principal and interest due on June 30, 2021. The term loan also bears interest at a rate of one-month LIBOR plus 2.25% (4.63% at December 31, 2018) and requires monthly principal payments of $116,667 plus accrued interest beginning April 6, 2018 with all remaining principal and interest due on June 30, 2021. No guidance notes were issued during 2018 under the guidance line of credit. The Loan Agreement is secured by substantially all of the assets of the Company. The Loan Agreement contain certain covenants and restrictions. At December 31, 2018, the Company was in compliance with all such covenants. The Company received a waiver from the bank for the requirement for sub audit report within 120 days.

17

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

The Company’s obligations under the loan agreements are guaranteed by certain membership interest holders of the Company and by TIC Management Holdings LLC. The loans were paid off as part of the sale discussed in Note 13.

Effective January 1, 2018, in connection with the ICW acquisition, the Company issued notes payable totaling $2,668,750 to certain former membership interest holders of ICW who sold their interests to the Company. Such notes are subordinate to the Loan Agreement, bear interest at 4.5% and requires monthly payments of $30,500 plus accrued interest beginning March 31, 2018 with all remaining principal and interest due on June 30, 2021. The Company’s obligations under the subordinated notes are guaranteed by certain membership interest holders of the Company. Interest expense related to long-term debt for the years ended December 31, 2018 was $516,256.

7. Related Party Transactions

During the year ended December 31, 2018, the Company incurred management fees to an entity owned by members and executives of the Company in the amount of $400,000 and to an executive of the Company in the amount of $300,000 which are included under selling, general and administrative expenses in the accompanying consolidated statement of operations. $200,000 of those management fees are included in accrued and other liabilities on the accompanying consolidated balance sheet.

As part of the Company’s acquisition of ICW, it agreed to take assignment of certain property leases that were held by Imaging Center Management, Inc. prior to Imaging Center Management, Inc.’s dissolution on December 31, 2018. Thus, during 2018, the Company caused certain property leases to be assigned from Imaging Center Management, Inc. to ICW. There were no material changes to the underlying property leases as a result of these assignments.

8. Commitments and Contingencies

Operating Leases

The Company has non-cancelable operating leases for use of their facilities and for various equipment. The facility leases primarily have renewal clauses of three to five years exercisable at the option of the Company. Minimum future rental payments, under non-cancelable operating leases, are as follows:

Year ending December 31,
2019	$	671,644
2020		596,790
2021		365,389
2022		264,070
2023		96,417
Thereafter		—

For 2018, total expense for all operating leases was approximately $988,000 and included rent on facilities of approximately $944,000 and rent on equipment of approximately $45,000.

18

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

Litigation

From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. Management is not aware of any reported or unreported contingencies for the period from December 31, 2018 through August 12, 2019, which is the date the consolidated financial statements were available to be issued.

9. Preferred Capital

As part of the ICW Acquisition, the Company issued preferred capital to one of the sellers with a cumulative preferred return at the rate of 4.5% per year compounded annually from March 7, 2018 to the date of determination. If any distribution due under the agreement is not paid timely, the rate will increase to 18% annually, until the untimely distribution is made. Payments of the preferred return, along with payment of returned capital of $9,500 are due monthly, but such payments may be suspended up to a year under certain circumstances. The remaining balance of preferred capital will be distributed at face value plus any unpaid preferred return on or before January 31, 2022. As of December 31, 2018, there are no returns in arrears. During the year ended December 31, 2018, the Company made payments of returned capital of $95,000 and recognized $29,526 of preferred return which is included in interest expense in the accompanying consolidated statement of operations. Upon dissolution of the Company, the preferred capital and accumulated unpaid preferred return will be distributed before members’ equity. The preferred capital has no voting rights and is classified as a mandatorily redeemable liability in the accompanying consolidated balance sheet.

	December 31, 2018
Preferred capital	$	736,250
Less current portion		114,000
Total preferred capital, net of current portion	$	622,250

10. Members’ Equity

The capital of the Company consists of membership interests represented by Units. Units are entitled to all the rights of ownership and voting rights of the Company. A member is entitled to one vote for each unit held by such member. The Company does not have a finite life and shall continue unless dissolved in accordance with the applicable provisions of the Company’s operating agreement. No member or any of its affiliates shall have any liability for the debts, obligations or liabilities of the Company or of any other member or their respective affiliates.

11. Supplemental Disclosure of Cash Flow Information

Non-Cash Investing and Financing Activities

During the year ended December 31, 2018, in connection with the purchase described in Note 2, the Company financed a portion of the acquisition with subordinated notes in the amount of $2,668,750 and the reinvestment of a portion of a former owner’s membership interest into preferred member’s capital in the amount of $831,250 and the reinvestment of a portion of the same former owner’s membership interest into membership interest in the Company in the amount of $2,600,000.

Premises and equipment purchases totaling $97,847 were included in accounts payable at December 31, 2018 and therefore were non-cash investing activities.

19

TIC Acquisition Holdings, LLC

Notes to Consolidated Financial Statements

12. Expense Detail

Cost of services and selling, general and administrative expenses included in the accompanying consolidated statement of operations for the year ended December 31, 2018 consist of the following:

Cost of services
Radiologist services	$	1,730,451
Service contracts		751,959
Film and medical supplies		190,461
Professional fees		89,718
Other		2,813
Total cost of services	$	2,765,402
Selling, general and administrative expenses
Payroll	$	4,211,222
Depreciation and amortization		2,090,857
Professional fees		876,091
Rent		943,653
Management fees		700,000
Utilities		314,648
Advertising		129,244
Other		1,162,239
Total selling, general and administrative expenses	$	10,427,954

13. Subsequent Events

Subsequent events have been evaluated through August 12, 2019, which is the date of the consolidated financial statements were available to be issued. There were no additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements other than the events described below.

Effective May 31, 2019, a Canadian-based public company purchased all of the Company’s outstanding equity interests for approximately $47,061,000. The purchaser is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas.

During February and March 2019, the Company entered into severance agreements with certain employees to provide for severance payments and certain other benefits of approximately $285,000 through December 31, 2019.

20

Exhibit C

Audited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of

Georgia, LLC for the year ended December 31, 2018

See attached.

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

YEAR ENDED DECEMBER 31, 2018

TABLE OF CONTENTS

	PAGE NO.
INDEPENDENT AUDITORS’ REPORT		2 - 3
CONSOLIDATED BALANCE SHEET December 31, 2018		4
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME Year ended December 31, 2018		5
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY Year ended December 31, 2018		6
CONSOLDATED STATEMENT OF CASH FLOWS Year ended December 31, 2018		7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		8 – 17
SUPPLEMENTARY FINANCIAL INFORMATION
CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES AND GENERAL AND ADMINISTRATIVE EXPENSES		18

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC which comprise the consolidated balance sheet as of December 31, 2018, and the related consolidated statement of income and comprehensive income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Tampa | 201 East Kennedy Boulevard, Suite 1500, Tampa, Florida 33602 | ph 813 288 8826 | fx 813 288 8836

Skoda Minotti | Certified Public Accountants | www.skodaminotti.com

AKRON | CLEVELAND | TAMPA

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC as of December 31, 2018, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Report on Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidated schedules of cost of services, selling expenses and general and administrative expenses are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from, and relates directly to, the underlying accounting and other records used to prepare the consolidated financial statements. The supplementary information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

SKODA MINOTTI & CO.

Tampa, Florida

July 19, 2019

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2018

ASSETS
CURRENT ASSETS
Cash	$	733,746
Current portion of accounts receivable		1,411,363
Prepaid expenses		32,539
Current portion of receivable for contingent consideration		1,411,379
Accounts receivable—related parties		99,737
		3,688,764
NONCURRENT ASSETS
Accounts receivable		1,154,752
Property and equipment—net		2,646,082
Goodwill		850,000
Receivable for contingent consideration		1,624,203
Other assets		22,292
		6,297,329
	$	9,986,093
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	548,031
Accrued liabilities		201,344
Accounts payable—related parties		1,257,226
Current portion of long-term debt		596,670
		2,603,271
LONG-TERM DEBT—NET		1,803,280
OBLIGATIONS UNDER INTEREST RATE SWAP AGREEMENT		26,174
		4,432,725
MEMBERS’ EQUITY		5,579,542
ACCUMULATED OTHER COMPREHENSIVE LOSS		(26,174	)
		5,553,368
	$	9,986,093

The accompanying notes are an integral part of these consolidated financial statements.

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SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2018

NET PATIENT SERVICE REVENUES	$	11,189,815
COST OF SERVICES		1,385,811
SELLING EXPENSES		950,274
GENERAL AND ADMINISTRATIVE EXPENSES		3,008,928
LOSS ON SALE OF RECEIVABLES (SEE NOTE 4)		5,053,080
OPERATING INCOME		791,722
OTHER INCOME (EXPENSE)
Other income		125,000
Change in fair value of receivable for contingent consideration		574,659
Interest expense		(60,556	)
		639,103
NET INCOME		1,430,825
OTHER COMPREHENSIVE LOSS
Change in fair value of interest rate swap obligations		(26,174	)
COMPREHENSIVE INCOME	$	1,404,651

The accompanying notes are an integral part of these consolidated financial statements.

-5-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

YEAR ENDING DECEMBER 31, 2018

	MEMBERS OF SFL RADIOLOGY HOLDINGS, LLC
	MEMBERS’ EQUITY			ACCUMULATED OTHER COMPREHENSIVE LOSS			TOTAL
Balance at January 1, 2018	$	6,653,398		$	—		$	6,653,398
Net income		1,430,825			—			1,430,825
Members’ distributions		(2,504,681	)		—			(2,504,681	)
Fair value of interest rate swap		—			(26,174	)		(26,174	)
Balance at December 31, 2018	$	5,579,542		$	(26,174	)	$	5,553,368

The accompanying notes are an integral part of these consolidated financial statements.

-6-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,430,825
Adjustments to reconcile net income to net cash provided by operating activities:
Add back (deduct) items not affecting cash:
Fair value of contingent consideration		(574,659	)
Depreciation and amortization		746,796
Amortization of debt issue costs		3,769
Cash provided by (used in) changes in the following items:
Accounts receivable		(2,067,401	)
Prepaid expenses		(9,554	)
Accounts receivable—related parties		514,240
Other assets		(7,295	)
Accounts payable		164,661
Accrued liabilities		60,095
Accounts payable—related parties		1,819,407
Net cash provided by operating activities		2,080,884
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment		(63,143	)
Proceeds on receivable for contingent consideration		875,000
Asset purchase (see Note 2)		(1,450,000	)
Net cash used in investing activities		(638,143	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt issue costs		(15,687	)
Payments on long-term debt		(332,201	)
Proceeds from long-term debt		1,377,500
Distributions to members		(2,504,681	)
Net cash used in financing activities		(1,475,069	)
NET DECREASE IN CASH		(32,328	)
CASH, BEGINNING OF YEAR		766,074
CASH, END OF YEAR	$	733,746
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	56,879

The accompanying notes are an integral part of these consolidated financial statements.

-7-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

SFL Radiology Holdings, LLC (“SFL”) is a limited liability company organized in the state of Florida on September 15, 2015. SFL was initially organized for the primary purpose of acquiring the outstanding membership interests in First Coast Imaging, LLC (“FCI”) on September 30, 2015. FCI performed imaging services consisting of magnetic resonance imaging (“MRI”) and radiography (“X-Ray”) in Jacksonville, Florida. In May 2017, SFL sold FCI (see Note 3) to a related party and as a result, had no other operating activities at that time other than acquiring and leasing medical equipment.

During July 2015, SFL entered into a Line of Credit Agreement (the “LOC”) with Elite Radiology of Georgia, LLC (“Elite”) to borrow up to $2,000,000, which was amended in June 2017 for up to $4,000,000. Under the terms of the LOC, SFL advanced funds on a periodic basis for Elite’s working capital needs. In addition, effective May 1, 2018, SFL entered into an Administrative Services Agreement (the “ASA”) with Elite. Under the terms of the ASA, SFL provides the following services to each the entity’s locations: human resources, information management, technical support, marketing techniques, and other administrative and support services. All equipment leases of SFL are to Elite. Elite is a limited liability company organized in the state of Georgia on July 1, 2015. Elite owns and operates four imaging centers throughout Georgia. Imaging services provided by Elite consist of MRI and X-Ray.

Variable Interest Entity

In accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, a reporting entity with a variable interest in another company is required to include the assets and liabilities and revenues and expenses of that separate company (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a Variable Interest Entity (“VIE”) if: 1.) the reporting entity has the power to direct the activities of the VIE that most significantly impact its economic performance and 2.) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

As a result of the financial relationship established through the LOC and ASA noted above, Elite qualifies as a variable interest entity as SFL has the power to direct the activities of and is owed significant amounts from Elite. As a result, SFL is considered the primary beneficiary of Elite, and accordingly, the assets and liabilities and revenue and expenses of Elite are included in these consolidated financial statements. Due to SFL’s economic interest as described, the entirety of Elite’s operations is reflected as being attributable to SFL in these consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of SFL and Elite (collectively, the “Company”). All material intercompany transactions have been eliminated upon consolidation.

-8-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Acquisition Method for Business Combinations

In accordance with FASB ASC 805, Business Combinations, assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred.

The Company determined the fair value of assets and liabilities acquired through application of FASB ASC 820-10, Fair Value Measurements. Fair value measurements were based on management judgments and management estimates (level 3 inputs under FASB ASC 820-10).

Basis of Accounting

The Company uses the accrual method of accounting. Under this method, revenues are recognized in the period earned and expenses are recognized when incurred.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Goodwill

In accordance with FASB ASC 350, Goodwill and Other Intangible Assets, goodwill is tested for impairment on an annual basis, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. The Company has not recorded any impairment losses related to goodwill for the year ended December 31, 2018.

Risks and Uncertainties

Elite is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Cash

The Company maintains cash balances at financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

-9-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable and Net Patient Service Revenues

Accounts receivable and related revenues are recognized on the date diagnostic imaging services are performed based on amounts Elite believes are reasonably assured of being collected. Amounts are recorded at established billing rates and reduced by estimated allowances for contractual adjustments and uncollectible amounts. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors.

Allowances for contractual adjustments and uncollectible amounts are based on estimated collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables. Elite continuously monitors those factors affecting the collectability of accounts receivables and adjusts estimated allowances as final settlements are determined and as estimates of future collections change. Depending on the changes made in the allowances, net revenues would increase or decrease.

Concentrations of Credit Risk

Accounts receivable included in the consolidated balance sheet consist primarily of amounts billed through Letters of Protection (promises to pay) with attorneys. Collections from attorneys can take up to six months to seven years or more depending on when and if the patient’s case is settled.

Property and Equipment

All property and equipment, including leasehold improvements, are recorded at cost. Maintenance and repairs, which do not improve efficiency or extend useful lives, are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets or the remaining lease term.

Medical equipment	5 years
Computer equipment	5 years
Furniture and fixtures	5 years

Leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease.

Impairment of Long-lived Assets

In accordance with ASC 360-10, Property, Plant, and Equipment, the Company evaluates its long-lived assets for financial impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amounts of the assets against their estimated undiscounted future cash flows. If such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair value. The Company has not recorded any impairment losses related to any long-lived assets for the year ended December 31, 2018.

-10-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Debt Issue Costs

Debt issue costs are capitalized and amortized using the straight-line method, which approximates the effective interest method, over the term of the respective loans and are presented as a reduction of long-term debt on the accompanying consolidated balance sheet. The gross carrying amount as of December 31, 2018 was $48,741 with accumulated amortization of $23,569. Amortization expense for the year ended December 31, 2018 was $3,769.

Income Taxes

SFL, with the consent of its members, have elected under the Internal Revenue Code (“IRC”) to be taxed as a Partnership. In lieu of corporation Federal and state income taxes, the members of a limited liability company are taxed on their proportionate share of a company’s taxable income. Therefore, no provision or liability for Federal income taxes has been included in these consolidated financial statements.

Subsequent Events

The Company evaluated subsequent events through the Independent Auditors’ Report date. On April 15, 2019, SFL (along with other related party entities of the Company) entered into an agreement with a Canadian-based company to sell all outstanding equity interests for approximately $214,000,000. On April 26, 2019, Elite acquired certain assets from an imaging center in Georgia under an asset purchase agreement for a cash purchase price of $300,000. There were no other additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

New Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases. The ASU requires all leases with lease terms more than 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. This ASU will be effective for the Company for the year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

-11-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. ACQUISITION

During October 2018, Elite acquired an imaging center in Duluth, GA in exchange for cash consideration of $1,450,000. There were no liabilities assumed in connection with this acquisition. The following table summarizes the estimated fair values of the assets acquired and the calculation of goodwill reporting in the accompanying consolidated balance sheet.

Consideration transferred:
Cash	$	1,450,000
Less assets acquired:
Fixed assets		(600,000	)
Goodwill	$	850,000

Elite assigned virtually all rights and interests set forth in the asset purchase agreement to SFL, excluding the lease for the facility and the equipment service agreement. Elite now operates an imaging center at this location.

3. RECEIVABLE FOR CONTINGENT CONSIDERATION

In May 2017, the Company sold their imaging center in Jacksonville, Florida to a related party entity through an Asset Purchase Agreement. Part of the purchase consideration under the terms of the sale was contingent consideration payable to SFL (“earn-out”) of $125,000 per month beginning January 2018, payable over seven years, at an amount not to exceed $5,000,000.

The monthly earn-out payment is contingent upon the imaging center acquired generating EBITDA of $1,800,000, as determined each month end over a trailing twelve month period. SFL recorded the contingent consideration at acquisition date at estimated fair value based on expected future payouts. On the date of sale, the Company estimated that the earn-out payments would be received in full over the four next years (no payment due for first 8 months May to December 2017) and as such, recorded an initial receivable of $3,777,658 for the estimated fair value of the contingent consideration. Fair value was estimated based on the present value of the remaining monthly earn-out payments (28 months as of December 31, 2018), using an interest rate of 13.5%. The fair value of the receivable was $3,035,582 at December 31, 2018 as a result of payments received and the interest income component of the present value computation. Future changes in the estimate of the payout obligation are recorded as a gain or charge to current period earnings.

4. ACCOUNTS RECEIVABLE – NET

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible amounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At December 31, 2018, in the opinion of management, all accounts were considered collectible and no allowance was deemed necessary. At December 31, 2018, accounts receivable (including the noncurrent portion) were $2,566,115. Gross receivables as reported on the Company’s billing system at December 31, 2018 were approximately $6,200,000.

-12-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. ACCOUNTS RECEIVABLE – NET (continued)

Collections on certain receivables contractually depend on when and if the patient’s case is settled, which generally exceeds one year, and as a result, management has classified 45% of receivables as noncurrent.

Elite routinely sells its accounts receivable related primarily to MRI scans to various entities without recourse for the purpose of raising working capital. Elite recognizes a loss on these sales based on the negotiated sales price with the various entities. For the year ended December 31, 2018, Elite recorded a loss on sale of accounts receivable in the amount of $5,053,080, of which $3,675,855 was to a related party entity. The agreement to sell accounts receivable to the related party entity was terminated on September 30, 2018.

5. FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. It applies to fair value measurements already required or permitted by existing standards. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under GAAP are described as follows:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in inactive markets. Level 2 inputs include those other than quoted prices that are observable for the asset or liability and that are derived principally from, or corroborated by, observable market data by correlation or other means. If the asset or liability has a specified term the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs. All assets measured by the Company are considered Level 3 assets.

-13-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. FAIR VALUE MEASUREMENTS (continued)

The following is a description of the valuation methodologies used for assets measured at fair value:

The Company has applied a present value technique over the earn-out term using its own incremental borrowing rate to calculate the fair value of the contingent earn-out receivable. The incremental borrowing rate used was 13.5% as of December 31, 2018. The Company relies on available financial statement data of its investments to evaluate the reasonableness of the fair value of its Level 3 assets.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

A summary of changes in the fair value of the Company’s Level 3 assets for the year ended December 31, 2018 is as follows:

Balance at December 31, 2017:	$	4,085,923
Payments received		(1,625,000	)
Change in fair value		574,659
Balance at December 31, 2018:	$	3,035,582

6. PROPERTY AND EQUIPMENT - NET

Property and equipment consisted of the following at December 31, 2018:

Medical equipment	$	2,510,497
Computer equipment		32,517
Furniture and fixtures		26,740
Leasehold improvements		1,592,414
		4,162,168
Less: Accumulated depreciation and amortization		(1,516,086	)
	$	2,646,082

Depreciation and amortization expense of property and equipment for the year ended December 31, 2018 was $746,796.

-14-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. LONG-TERM DEBT – NET

At December 31, 2018, long-term debt consists of the following:

Note payable to a financial institution, monthly payments of $16,597 including interest accruing monthly on the unpaid principal balance at 4.00%, matures February 6, 2022 collateralized by substantially all assets of SFL. Presented net of debt issuance costs of $10,008 at December 31, 2018.	$	566,930
Note payable to a financial institution, monthly payments of $13,378 including interest accruing monthly on the unpaid principal balance at 4.00%, matures May 10, 2022, collateralized by substantially all assets of SFL.		493,642
Note payable to a financial institution, monthly payments of $22,958 including interest accruing monthly on the unpaid principal balance at 5.59% (swap rate), matures November 26, 2023, collateralized by substantially all assets of SFL. Presented net of debt issuance costs of $15,164 at December 31, 2018.		1,339,378
		2,399,950
Less: Current portion		(596,670	)
	$	1,803,280

Aggregate maturities of long-term debt are as follows:

YEAR ENDING DECEMBER 31:
2019	$	596,670
2020		609,896
2021		623,757
2022		368,012
2023		226,787
		2,425,122
Less: Debt issue costs		(25,172	)
	$	2,399,950

Interest expense related to long-term debt for the year ended December 31, 2018 was $60,556.

-15-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INTEREST RATE SWAP AGREEMENT

The Company has an interest rate swap agreement to hedge against the risk of interest rate increases on the related variable rate debt. The derivative financial instrument is not held for trading purposes and the cash flow effects of the swap arrangement will be included in interest expense as it occurs. Because the swap and related debt agreement were effective November 26, 2018, the effect of the swap for the year ended December 31, 2018 was nominal.

At December 31, 2018, the interest rate swap agreement consisted of the following:

Original Notional Amount	Current Notional Amount		Interest Rate Cap			One-Month LIBOR at December 31, 2018 plus 2.35%			Net Settlement			Expiration Date
$ 1,377,500	$	1,354,542		5.59	%		4.87	%		(.72	)%		11/26/2023

The hedging contract is classified as a cash flow hedge and accordingly, is adjusted to current market value until the underlying transactions are recognized. The Company has determined fair value through the application of FASB 820-10, Fair Value Measurement and Disclosures, using quoted market prices within active markets for similar liabilities (Level 2 inputs). Accordingly the fair value of $26,174 as of December 31, 2018 (initial year of agreement) is recorded as other comprehensive loss for the year ended December 31, 2018. For cash flow purposes, change in fair value loss on the interest rate swap agreement is considered a noncash transaction.

Because of potential interest rate fluctuations, the Company has exposure to future gains or losses upon ultimate settlement. Management believes that the risk of nonperformance by the counterparty is remote.

9. RELATED PARTY TRANSACTIONS

Shared Services Agreement

The Company has a Shared Services Agreement with a related party entity whose Chief Executive Officer is also a managing member of the Company. This agreement, also effective May 1, 2018, subcontracts all of the Company’s responsibilities under the ASA with the related party entity that acquired FCI in May, 2017. Fees paid to the related party entity are $170,000 per month. Fees recorded as expense for the year ended December 31, 2018 were $1,360,000 and are included in general and administrative expenses in the accompanying consolidated statement of income and comprehensive income.

-16-

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. RELATED PARTY TRANSACTIONS (continued)

Accounts Receivable – Related Parties

The Company periodically advances funds to entities owned by members of the Company for the purpose of funding the purchase of receivables by one entity from Elite and general working capital needs of another entity. Amounts outstanding from these related parties as of December 31, 2018 were $99,737. In the opinion of management, the entire balance will be repaid within twelve months and is classified as current in accompanying consolidated balance sheet.

10. LEASES

Operating Leases

Elite has non-cancelable operating leases for use of their facilities. One facility lease has renewal clauses of five years exercisable at the option of Elite. Minimum future rental payments, under non-cancelable operating leases, are as follows:

YEAR ENDING DECEMBER 31:
2019	$	308,628
2020		313,714
2021		297,959
2022		178,879
2023		181,304
Thereafter		236,193
	$	1,516,677

For 2018, total expense for all operating leases for the period was $198,596.

11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended December 31, 2018, the Company reduced the earn-out receivable from a related party (described in Note 3) by the amount of $750,000 through reductions in amounts owed to the same related party.

-17-

SUPPLEMENTARY FINANCIAL INFORMATION

SFL RADIOLOGY HOLDINGS, LLC AND ELITE RADIOLOGY OF GEORGIA, LLC

CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES

AND GENERAL AND ADMINISTRATIVE EXPENSES

YEAR ENDED DECEMBER 31, 2018

COST OF SERVICES
Radiologist services	$	855,912
Service contracts		261,187
Payroll expenses		190,192
Film and medical supplies		65,778
Other		12,742
	$	1,385,811
SELLING EXPENSES
Payroll expenses, including commissions	$	425,512
Marketing and advertising expenses		419,635
Printing expenses		82,457
Other		22,670
	$	950,274
GENERAL AND ADMINISTRATIVE EXPENSES
Payroll expenses	$	1,208,260
Depreciation and amortization		746,796
Professional fees		367,563
Rent		207,497
Other		197,662
Utilities		141,077
Insurance		77,361
Management fees		62,712
	$	3,008,928

See the Independent Auditors’ Report.

- 18 -

Exhibit D

Unaudited consolidated financial statements of ADG Acquisition Holdings, Inc.

for the three-month period ended March 31, 2019

See attached.

ADG ACQUISITION HOLDINGS, INC.

CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

YEAR-TO-DATE AS OF MARCH 31, 2019

ADG ACQUISITION HOLDINGS, INC.

ADG Acquisition Holdings, Inc. Consolidated Balance Sheet	Mar-19			December-18
Current Assets
Cash	$	1,509,816		$	1,909,812
Accounts Receivable Current, net		13,993,252			13,128,038
Other Current Assets		409,079			401,703
Total Current Assets	$	15,912,147		$	15,439,553
Noncurrent Assets
Accounts Receivable, net	$	2,082,010		$	2,082,010
Fixed Assets, net		5,505,030			5,882,007
Goodwill		15,791,961			15,791,961
Lease Right, net		5,160,000			5,280,000
Other Assets		73,515			86,647
Total Noncurrent Assets	$	28,612,516		$	29,122,625
Total Assets	$	44,524,663		$	44,562,178
Current Liabilities
Accounts Payable & Accrued Expenses	$	3,213,608		$	3,848,562
Current Portion of Long-Term Debt		3,300,000			3,300,000
Current Portion of Contingent Consideration		1,411,379			1,411,379
Total Current Liabilities	$	7,924,987		$	8,559,941
Long Term Liabilities
Deferred Tax Liability	$	41,856		$	41,856
Line of Credit		3,080,829			2,080,829
Long-Term Debt, net		86,829,521			87,382,132
Putttable Warrants		6,070,000			6,070,000
Earnout Note—FCI		1,249,203			1,624,203
Total Long Term Liabilities	$	97,271,409		$	97,199,020
Equity
Common Stock	$	10,000		$	10,000
Additional Paid-in-Capital		(271,051	)		1,694,944
Accumulated Deficit		(5,074,432	)		(7,565,477	)
Unearned ESOP Shares		(55,336,250	)		(55,336,250	)
Total Equity	$	(60,671,733	)	$	(61,196,783	)
Total Liabilities & Equity	$	44,524,663		$	44,562,178

2

ADG ACQUISITION HOLDINGS, INC.

ADG Acquisition Holdings, Inc. Consolidated Income Statement	Three Months Ended Mar-19			Three Months Ended Mar-18
Net Patient Services Revenue	$	10,186,251		$	9,224,761
Cost of Services	$	2,269,847		$	1,985,359
Selling Expenses	$	898,269		$	911,997
General & Administrative Expenses	$	3,393,388		$	2,880,965
Operating Income	$	3,624,746		$	3,446,439
Other Income (Expenses)
Other Income	$	17,417		$	—
Interest Expense		(2,293,778	)		(3,309,333	)
Puttable Warrant Expense		—			—
Change in Fair Value of Contingent Consideration		—			308,265
Acquisition Cost		(418,983	)		—
ESOP Transaction Fees and Costs		(29,352	)		(14,296	)
Total Other Income (Expenses)	$	(2,724,697	)	$	(3,015,364	)
Income Before Income Taxes	$	900,050		$	431,075
Provision for Income Taxes		(375,000	)		—
Net Income	$	525,050		$	431,075

3

ADG ACQUISITION HOLDINGS, INC.

ADG Acquisition Holdings, Inc. Consolidated Statement of Owners’ Equity	Common Stock				Additional Paid in Capital		Accumulated Deficit			Unearned ESOP Shares			Total Shareholders Deficit
	Shares		Amount
Balance as of January 1, 2017		1,000,000	$	10,000	$	985,084	$	(5,166,737	)	$	(59,260,777	)	$	(63,432,430	)
Unearned ESOP Shares		—		—		—		—			1,534,246			1,534,246
ESOP Share Release		—		—		—		(1,276,764	)		—			(1,276,764	)
Tax Effect of ESOP Deductions in Excess of Book Expense		—		—		240,073		—			—			240,073
Net Income		—		—		—		139,464			—			139,464
Balance as of December 31, 2017		1,000,000	$	10,000	$	1,225,157	$	(6,304,037	)	$	(57,726,531	)	$	(62,795,411	)
Unearned ESOP Shares		—		—		—		—			2,390,283			2,390,283
ESOP Share Release		—		—		—		(1,965,995	)		—			(1,965,995	)
Tax Effect of ESOP Deductions in Excess of Book Expense		—		—		469,787		—			—			469,787
Net Income		—		—		—		704,552			—			704,552
Balance as of December 31, 2018		1,000,000	$	10,000	$	1,694,944	$	(7,565,480	)	$	(55,336,248	)	$	(61,196,784	)
Unearned ESOP Shares		—		—		—		—			—			—
ESOP Share Release		—		—		—		—			—			—
Tax Effect of ESOP Deductions in Excess of Book Expense		—		—		—		—			—			—
Net Income		—		—		—		525,050			—			525,050
Balance as of March 31, 2019		1,000,000	$	10,000	$	1,694,944	$	(7,040,430	)	$	(55,336,248	)	$	(60,671,734	)

4

ADG ACQUISITION HOLDINGS, INC.

ADG Acquisition Holdings, Inc. Consolidated Statement of Cash Flows	Three Months Ended Mar-19			Three Months Ended Mar-18
Operating Activities
Net Income	$	525,050		$	431,075
Add-backs (Deductions) for Non-Cash Items:
Puttable Warrant Expense	$	—		$	—
Fair Value of Contingent Consideration		—			(308,265	)
Depreciation and Amortization		635,655			496,538
Bad Debt Expense		—			—
Paid-in-Kind Additions to Interest Expense		251,402			366,177
Amortization of Debt Issuance Cost		20,987			721,480
Amortization of Loan Discount for Puttable Warrant		—			—
Released ESOP Shares Compensation Expense		—			—
Deferred Taxes		—			—
Cash Provided by Changes in Following Items:
(Increase)/Decrease in Accounts Receivable		(865,214	)		(588,265	)
(Increase)/Decrease in Other Current Assets		(7,376	)		399,789
(Increase)/Decrease in Other Assets		13,132			(3,255	)
Increase/(Decrease) in Accounts Payable and Accrued Liab.		(634,954	)		(84,999	)
Cash Flow From Operating Activities	$	(61,317	)	$	1,430,275
Investing Activities
Acquisition of Premises and Equipment	$	(138,679	)	$	(1,163,552	)
Cash Acquired in Acquisition of Businesses		—			—
Cash Flow From Investing Activities	$	(138,679	)	$	(1,163,552	)
Financing Activities
Increase in Debt Issue Costs	$	—		$	(419,745	)
Payments on Long-Term Debt		(825,000	)		(42,873,845	)
Proceeds from Long-Term Debt		—			44,000,000
Proceeds from Line of Credit		1,000,000			38,050
Payments on Contingent Liability		(375,000	)		414,077
Cash Flow From Financing Activities	$	(200,000	)	$	1,158,537
Beginning Cash Balance	$	1,909,812		$	866,458
Net Increase (Decrease) in Cash		(399,996	)		1,425,261
Ending Cash Balance	$	1,509,816		$	2,291,719

5

ADG ACQUISITION HOLDINGS, INC.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

As of March 31, 2019, ADG Acquisition Holdings, Inc. (the “Company”) is a C-Corporation organized in the state of Florida on December 7, 2015. The Company was organized in connection with the conversion of all outstanding ownership interests of ADG Acquisition Holdings, LLC and Subsidiaries (“ADH”) to 100% of the newly issued and outstanding shares of the Company on December 11, 2015. Concurrently, all ownership of the Company was transferred to a newly formed employee stock ownership plan through a series of stock redemption and sales transactions. The Company owns and operates fourteen imaging centers throughout Florida. Imaging services provided by the Company consist of Magnetic Resonance Imaging (“MRI”), Radiography (“X-Ray”), Computerized Tomography (“CT”), and Ultrasound.

Acquisition Method for Business Combinations

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, of the Financial Accounting Standard Board (“FASB”), assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred.

The Company determined the fair value of assets and liabilities acquired through application of FASB ASC 820-10, Fair Value Measurements. Fair value measurements were based on management judgments and management estimates (level 3 inputs under FASB ASC 820-10).

Basis of Accounting

The Company uses the accrual method of accounting. Under this method, revenues are recognized in the period earned and expenses are recognized when incurred.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Goodwill

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, goodwill is tested for impairment on an annual basis, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. The Company has not recorded any impairment losses related to goodwill for the quarter ended March 31, 2019.

6

ADG ACQUISITION HOLDINGS, INC.

Risks and Uncertainties

The Company is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Approximately 55% of the Company’s scan volume is derived from patient charges billed under the Personal Injury Protection statute of Florida law (Florida statute 627.736 – the “PIP” statute). This statute has been subjected to legislative scrutiny in recent years and may come under review again in future legislative sessions. Any significant change to the PIP statute could impact future revenues of the Company for its diagnostic imaging services.

Cash

The Company maintains cash balances at two financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

Accounts Receivable and Net Patient Service Revenues

Accounts receivable and related revenues are recognized on the date diagnostic imaging services are performed based on amounts the Company believes are reasonably assured of being collected. Amounts are recorded at established billing rates and reduced by estimated allowances for contractual adjustments and uncollectible amounts. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors.

Allowances for contractual adjustments and uncollectible amounts are based on estimated collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables. The Company continuously monitors those factors affecting the collectability of accounts receivables and adjusts estimated allowances as final settlements are determined and as estimates of future collections change. Depending on the changes made in the allowances, net revenues would increase or decrease.

Concentration of Credit Risk

Accounts receivables included in the consolidated balance sheets consist primarily of amounts from insurance carriers billed under the PIP statute and amounts billed through Letters of Protection (promises to pay) with attorneys, all in connection with the PIP statute. Collections from insurance carriers are based on fee schedules prescribed in the PIP statute. Collections from attorneys can take up to four to seven years or more depending on when and if the patient’s case is settled.

Premises and Equipment

All premises and equipment, including leasehold improvements are recorded at cost.

7

ADG ACQUISITION HOLDINGS, INC.

Maintenance and repairs, which do not improve efficiency or extend useful lives, are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets or the remaining lease term which range from two to ten years. Amortization of assets under capital leases is included in depreciation and amortization.

Medical equipment	5 – 7 years
Office equipment	2 – 7 years
Computer equipment	3 – 7 years
Furniture and fixtures	5 years
Leasehold improvements	10 years

Leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease.

Impairment of Long-lived Assets

In accordance with ASC 360-10, Property, Plant, and Equipment, the Company evaluates its long- lived assets for financial impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amounts of the assets against their estimated undiscounted future cash flows. If such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair value. The Company did not record an impairment loss related to long-lived assets for the quarter ended March 31, 2019.

Debt Issue Costs

Debt issue costs related to term debt are amortized using the straight-line method, which approximates the interest method, over the term of the respective loans and are presented as a reduction of long-term debt on the accompanying consolidated balance sheets in accordance with ASC 835-30-45, Imputation of Interest. The gross carrying amount as of March 31, 2019 and December 31, 2018 was $328,800 and $349,787 respectively. Amortization expense for the quarter ended March 31, 2019 and 2018 was $20,987 and $786,228, respectively. Amortization expense in 2018 includes the write off of debt issue costs on refinanced debt of $716,270.

Puttable Warrants

The Company issued 727,273 warrants to the Company’s Chief Executive Officer and former majority owner (the “Holder”) of ADH in connection with the formation of an employee stock ownership plan in December, 2015 (see Note 9). The warrant agreement contains a put right requiring the Company to redeem all or a portion of the warrants at a price as set forth therein in the event of a change of control or any time following the one year anniversary of the final payment on the subordinated note due the Holder. Puttable warrants create a conditional obligation of the Company and as such, are recorded as a liability in the accompanying consolidated balance sheet in accordance with ASC 480-10-55-30, Distinguishing Liabilities from Equity. The Company calculates the initial fair value of the warrants annually in conjunction with its financial audit by external accountants. The fair value of the warrants is calculated using the Black-Scholes option pricing model. All future changes in the fair value of the warrants will be recorded in the consolidated statement of operations in accordance with ASC 470-20-25, Debt. The fair value of the warrants as of December 31, 2018 was $4,779,276 which is the same value as March 31, 2019.

8

ADG ACQUISITION HOLDINGS, INC.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes resulting primarily from the tax effects of temporary differences between financial and income tax reporting. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the fiscal period that includes the enactment date.

The Company considers all positive and negative evidence available in determining the potential realization of deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income and prudent and feasible tax planning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent tax planning strategies due to the inherent lack of subjectivity associated with these factors. In addition, the Company is subject to periodic examination of its income tax returns resulting from these examinations to determine the adequacy of its provision for income taxes. To the extent the Company were to prevail in matters for which accruals have been established or to be required to pay amounts in excess of such accruals, the Company’s effective tax rate in a given financial statement period could be materially affected.

The Company is subject to routine income tax audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Management believes it is no longer subject to income tax examinations for years prior to the year ended December 31, 2014.

Subsequent Events

On April 15, 2019, the Company (along with other related party entities of the Company) entered into an agreement with a Canadian-based company to sell all outstanding equity interests for approximately $118,037,000. On June 1, 2019, effective 12:10 A.M. Eastern Standard Time, the Company closed this sale of all outstanding equity interest.

There were no other additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

New Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

9

ADG ACQUISITION HOLDINGS, INC.

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. The ASU requires all leases with lease terms more than 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. This ASU will be effective for the Company for the year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

2. BUSINESS COMBINATIONS

In May 2017, the Company acquired an imaging center in Jacksonville, Florida through an Asset Purchase Agreement with an entity owned by members or executives of the Company. In connection with the purchase, the Company acquired certain assets and assumed certain liabilities of the selling entity in exchange for cash consideration paid by a lender of $7,000,000 plus contingent consideration (“earn-out”) of $125,000 per month beginning January 2018, payable over a period of seven years, at an amount not to exceed $5,000,000. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed and the calculation of goodwill reported in the accompanying consolidated balance sheets.

Consideration transferred:
Cash	$	7,000,000
Contingent consideration (see below)		3,777,658
Accrued liabilities assumed		408,510
		11,186,168
Less assets acquired:
Cash		(415,000	)
Prepaid expenses		(12,196	)
Premises and equipment		(1,139,540	)
		(1,566,736	)
Goodwill	$	9,619,432

The monthly earn-out payment noted above is contingent upon the acquired business exceeding EBITDA of $1,800,000, as determined each month end over a trailing twelve-month period. In accordance with ASC 805-10, Business Combinations, contingent consideration is part of the total consideration transferred and is recorded at acquisition date at the estimated fair value of future payouts. The Company estimates that earn-out payments will be paid in full as scheduled over the remaining payout period and as such, recorded a liability at acquisition date of $3,777,658 for the estimated fair value of the payout obligation. Fair value was estimated based on the present value of the remaining monthly earn-out payments (28 months as of December 31, 2018 and 40 months as of December 31, 2017), using an interest rate of 13.5%. Future changes in the estimate of the payout obligation are recorded as a gain or charge to current period earnings. The fair value of the payout obligation was $2,660,582 and $3,035,582 at March 31, 2019 and December 31, 2018, respectively, as a result of payments on the contingent consideration and interest component of the fair value computation.

3. INTANGIBLE ASSET – LEASE RIGHT

During 2015, the Company acquired the lease rights to open a new imaging center in Palm Beach, Florida in exchange for seller short term financing of $7,200,000. Under the Asset Purchase Agreement, no other assets were acquired or liabilities were assumed and as such, the entire purchase price is recorded in the accompanying consolidated balance sheets as an intangible asset. The intangible asset is being amortized over 15 years representing the term of the lease plus renewal periods reasonably expected to be executed. Annual amortization expense for future years equals $480,000 as a result of monthly straight-line amortization of $40,000.

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ADG ACQUISITION HOLDINGS, INC.

4. ACCOUNTS RECEIVABLE – NET

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible amounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At March 31, 2019 and December 31, 2018, accounts receivables were $16,075,263 and $15,210,048 respectively.

5. PREMISES AND EQUIPMENT – NET

Premises and equipment consisted of the following at March 31, 2019 and December 31, 2018.

	March 2019			2018
Medical equipment	$	7,624,897		$	7,577,900
Office equipment		514,226			512,461
Computer equipment		608,798			606,154
Furniture and fixtures		310,242			300,418
Leasehold improvements		4,583,579			4,506,131
Total book value before depreciation and amortization		13,641,741			13,503,064
Less: Accumulated depreciation and amortization		(8,136,712	)		(7,621,057	)
Total book value	$	5,505,030		$	5,882,007

6. LINE OF CREDIT

The Company maintains a five-year line of credit with a financial institution up to $5,000,000. Interest is payable monthly at a rate equal to the one-month LIBOR plus 3.50% (5.99% at March 31, 2019) and any unpaid principal and interest is due at maturity (March 2023). The line of credit is secured by all assets of the Company and a pledge of all unallocated ESOP shares (see Note 9). At March 31, 2019 the outstanding balance on the line of credit was $3,080,829.

7. LONG-TERM DEBT

Long-term debt of the Company as of March 31, 2019 and December 31, 2018 is as follows:

	03/31/19		12/31/2018
Note payable to senior lender to refinance the previous senior secured term loan, bearing interest equal to the one month LIBOR plus 3.5% (6.85% at December 31, 2018), principal and interest paid monthly; 7.5% of original principal balance paid in years one and two; 10% of original principal balance paid in year three; and 12.5% in both years four and five; with one final balloon payment and any unpaid fees and interest due at maturity (March 2023). Unamortized debt issuance costs of $349,787 at December 31, 2018.	$	40,371,200	$	41,175,213

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ADG ACQUISITION HOLDINGS, INC.

Series of subordinated notes as part of the Stock Redemption and Securities Issuance Agreement, bearing interest at 12%, 10% of which is payable in quarterly cash installments, the other 2% is classified as paid-in-kind (PIK) interest. PIK interest is added to the principal balance of the notes, through maturity, which is November 2025; remaining principal due at maturity.	$	37,353,279		$	37,169,087
Subordinated note payable to private lender, bearing interest at 12%, 10% of which is payable in quarterly cash installments, the other 2% is classified as paid-in-kind (PIK) interest. PIK interest is added to the principal balance of the notes, through maturity, which is June 2021; remaining principal due at maturity.	$	13,695,765		$	13,628,556
Discount Puttable Warrants	($	1,290,724	)	($	1,290,724	)
Principal Due	$	90,129,521		$	90,682,132

The notes payable contain certain covenants and restrictions. As of March 31, 2019, the Company was in compliance with all such covenants.

Interest expense, including the write-off or amortization of debt issuance costs, related to long-term debt for the quarters ended March 31, 2019 and March 31, 2018 was approximately $2,293,777.86 and $3,309,333.28, respectively. Excluding the write-off or amortization of debt issuance costs, interest expense for the two periods were $2,272,791 and $2,587,854, respectively.

8. EMPLOYEE STOCK OWNERSHIP PLAN

In December 2015, the Company formed an employee stock ownership plan (the “ESOP”). Prior to forming the ESOP, the former members of ADH converted their membership interests into 1,000,000 shares of a newly formed C-Corporation, ADG Acquisition Holdings, Inc. (referred to throughout these Notes to Consolidated Financial Statements as the “Company”). In connection with the ESOP transaction, the Company redeemed 561,500 of the 1,000,000 outstanding shares for $34,797,201.

Concurrently, the ESOP acquired from the Company the redeemed shares plus the remaining 438,500 outstanding shares held by the majority owner for a total purchase price of $61,971,863. The purchase price was funded by an internal loan between the Company and the ESOP for the same amount. In accordance with ASC 718-40, Employee Stock Ownership Plans, the loan between the Company and the ESOP and the related interest income (to the Company) and interest expense (to the ESOP) are not reported in the accompanying consolidated financial statements. The cost of those shares (pledged as collateral for the internal loan) are reported as Unearned ESOP Shares in the accompanying consolidated balance sheets.

Under ASC 718-40, the annual contribution to the ESOP by the Company (equal to the ESOP’s debt service on the internal loan as discussed above) is also not reflected in the accompanying consolidated financial statements. Contributions are deductible in the Company’s consolidated tax return if funded prior to September 15th of the following year. As the internal loan is repaid, shares are released from collateral and allocated to active employees based on the provisions of the plan document.

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ADG ACQUISITION HOLDINGS, INC.

Compensation expense is recorded in the accompanying consolidated statements of operations for the post ESOP period based on the shares released and the fair value of the those shares as estimated by the Company. Shares released to the ESOP for 2018 equaled 38,571.62. The Company recorded compensation expense for those shares of $424,288 for the years ended December 31, 2018, based on the estimated fair value per share of $11.00. The cost of those shares to the ESOP of $61.97 per share is recorded as a reduction to Unearned ESOP Shares with the difference between fair value and cost per share recorded as an increase of decrease to accumulated deficit.

The ESOP covers all employees who have reached 21 years old and who have been an employee of the Company for at least one year.

As the Company is not traded on an established securities market, the ESOP includes a put option, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value as defined by the ESOP for a specified time period after distribution of the shares from the ESOP.

9. MANAGEMENT INCENTIVE PLAN

The Company adopted a Management Incentive Plan effective January 1, 2016 making available for issuance stock appreciation rights (“SARs”) for issuance to key employees. Under the terms of the plan, the Company can issue up to a maximum of 45,454 “Retention” SARs and 45,455 “Performance” SARs. Retention SARs are time vested and Performance SARs vest based on the Company attaining certain performance measures. No SARs were granted as of March 31, 2019 and December 31, 2018.

10. RELATED PARTY TRANSACTIONS

During the 3-month period ended March 31, 2019 and March 31, 2018, the Company paid management fees to certain entities owned by members or executives of the Company in the amount of $37,500 and $37,500, respectively, which are included under general and administrative expenses in the accompanying consolidated statements of income.

During the 3-month period ended March 31, 2019, the Company received net management fees from an entity owned by members or executives of the Company which totaled $17,417 and are reported as other income in the accompanying consolidated statements of income. There were no equivalent net management fees for the 3-month period ended March 31, 2018 as this arrangement began in May 2018.

As described in Note 2, the Company acquired an imaging center from an entity owned by members or executives of the Company.

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ADG ACQUISITION HOLDINGS, INC.

SUPPLEMENTARY FINANCIAL INFORMATION

CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES

AND GENERAL AND ADMINISTRATIVE EXPENSES

ADG Acquisition Holdings, Inc. Expense Detail	Three Months Ended Mar-19		Three Months Ended Mar-18
Cost of Services
Radiologist Services	$	1,100,271	$	941,483
Payroll Expenses		761,682		636,182
Service Contracts		280,448		291,961
Film and Medical Supplies		103,011		88,595
Other		24,435		27,138
Total	$	2,269,847	$	1,985,359
Selling Expenses
Payroll Expenses, including Commissions	$	425,822	$	404,860
Marketing and Advertising Expenses		354,662		417,175
Printing Expenses		64,599		29,472
Other		53,186		60,489
Total	$	898,269	$	911,997
General & Administrative Expenses
Payroll Expenses	$	1,682,482	$	1,446,036
Depreciation and Amortization		635,655		496,538
Other		536,695		499,541
Rent		321,853		240,367
Utilities		179,202		160,984
Management Fees		37,500		37,500
Total	$	3,393,388	$	2,880,965

14

Exhibit E

Unaudited consolidated financial statements of TIC Acquisition Holdings, LLC

for the three-month period ended March 31, 2019

See attached.

TIC ACQUISITION HOLDINGS, LLC

CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

YEAR-TO-DATE AS OF MARCH 31, 2019

TIC ACQUISITION HOLDINGS, LLC

TIC Acquisition Holdings, LLC Consolidated Balance Sheet	Mar-19		December-18
Current Assets
Cash	$	693,876	$	670,502
Other Receivable		18,532		22,846
Accounts Receivable Current, net		4,439,311		4,111,335
Prepaid Expenses and Other Current Assets		125,520		173,916
Total Current Assets	$	5,277,239	$	4,978,599
Noncurrent Assets
Accounts Receivable, net	$	1,109,828	$	1,027,834
Premises and Equipment, net		5,148,487		5,398,320
Goodwill, net		7,093,320		7,295,987
Intangibles, net		841,500		897,600
Other Assets		79,525		79,525
Total Noncurrent Assets	$	14,272,660	$	14,699,266
Total Assets	$	19,549,898	$	19,677,865
Current Liabilities
Accounts Payable		508,961	$	644,944
Accrued Expenses		530,966		200,552
Current Portion of Long-Term Debt		2,120,764		2,120,764
Current Portion of Preferred Member’s Capital		114,000		114,000
Total Current Liabilities	$	3,274,691	$	3,080,260
Long Term Liabilities
Long-Term Debt, net of Current Portion	$	8,294,975	$	8,865,047
Preferred Member’s Capital, net of Current Portion		593,750		622,250
Total Long Term Liabilities	$	8,888,725	$	9,487,297
Equity
Membership Interests	$	6,500,000	$	6,500,000
Retained Earnings		886,482		610,308
Total Equity	$	7,386,482	$	7,110,308
Total Liabilities & Equity	$	19,549,898	$	19,677,865

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TIC ACQUISITION HOLDINGS, LLC

TIC Acquisition Holdings, LLC Consolidated Income Statement	Three Months Ended Mar-19			Three Months Ended Mar-18
Patient Services Revenue, Net of Contractual Adjustments	$	3,844,959		$	3,644,730
Cost of Services	$	618,164		$	688,568
Gross Profit	$	3,226,795		$	2,956,161
Selling, General & Administrative Expenses	$	2,840,054		$	2,524,564
Operating Income	$	386,740		$	431,597
Other Income (Expenses)
Other Income	$	27,749		$	29,861
Interest Expense		(136,779	)		(78,900	)
Acquisition Cost		(1,535	)		(683,184	)
Total Other Income (Expenses)	$	(110,565	)	$	(732,223	)
Net Income	$	276,175		$	(300,626	)

3

TIC ACQUISITION HOLDINGS, LLC

TIC Acquisition Holdings, LLC Consolidated Statement of Owners’ Equity	Membership Interest		Retained Earnings		Total Members’ Equity
Balance as of January 1, 2018	$	—	$	—	$	—
Member Contributions		6,500,000		—		6,500,000
Net Income		—		610,308		610,308
Balance as of December 31, 2018	$	6,500,000	$	610,308	$	7,110,308
Member Contributions		—		—		—
Net Income		—		276,175		276,175
Balance as of March 31, 2019	$	6,500,000	$	886,482	$	7,386,482

4

TIC ACQUISITION HOLDINGS, LLC

TIC Acquisition Holdings, LLC Consolidated Statement of Cash Flows	Three Months Ended Mar-19			Three Months Ended Mar-18
Operating Activities
Net Income	$	276,175		$	(300,626	)
Adjustments to Reconcile Net Income to Net Cash Provided By:
Depreciation and Amortization		522,944			522,714
Transaction Costs—Noncash		—			68,255
Net Change in Operating Assets and Liabilities:
(Increase)/Decrease in Other Receivable		4,314			(20,105	)
(Increase)/Decrease in Accounts Receivable		(409,970	)		(208,590	)
(Increase)/Decrease in Prepaid Expenses and Other Assets		48,396			120,730
Increase/(Decrease) in Accounts Payable and Accrued Liab.		194,430			141,330
Cash Flow From Operating Activities	$	636,290		$	323,708
Investing Activities
Purchase of Premises and Equipment	$	(14,344	)	$	(1,466,259	)
Acquisition of Businesses (1)		—			(11,516,413	)
Cash Flow From Investing Activities	$	(14,344	)	$	(12,982,672	)
Financing Activities
Payments on Long-Term Debt	$	(570,072	)	$	(183,401	)
Proceeds from Long-Term Debt		—			10,304,305
Capital Contributions		—			3,900,000
Payments on the Preferred Member’s Capital		(28,500	)		(9,500	)
Cash Flow From Financing Activities	$	(598,572	)	$	14,011,404
Beginning Cash Balance	$	670,502		$	—
Net Increase (Decrease) in Cash		23,373			1,352,440
Ending Cash Balance	$	693,876		$	1,352,440

(1) Net of cash acquired.

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TIC ACQUISITION HOLDINGS, LLC

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

TIC Acquisition Holdings, LLC (the “Company”) is a Limited Liability Corporation organized in the state of Florida on January 1, 2018. The Company was organized in connection with the acquisition, effective January 1, 2018, of all outstanding member ownership interests of Imaging Centers of West Palm Beach, LLC and Subsidiaries (“ICW”), and certain assets of Imaging Center Management, Inc., which provided management services to ICW (see Note 2) (together the “ICW Acquisition”). The Company owned, operated or managed seven imaging centers throughout Florida as of December 31, 2018. Imaging services provided by the Company consist of Magnetic Resonance Imaging (“MRI”) and Radiography (“X-Ray”).

Acquisition Method for Business Combinations

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, of the Financial Accounting Standard Board (“FASB”), assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred. The Company adopted the accounting alternative under ASC 805 effective January 1, 2018, which allows a private company to limit certain customer-related intangibles it recognizes separately under ASC 805 and include in goodwill. Under this alternative, private companies also do not separately recognize noncompetition agreements acquired as part of the transaction.

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates made by management include, but are not limited to, valuation allowances for accounts receivable and recoverability of carrying amount, and the estimated useful lives of its long-lived assets. Although management believes that the Company’s assumptions are reasonable under the circumstances, actual results could differ from those estimates.

Intangible Assets

The trade name finite-lived intangible asset acquired in the ICW Acquisition was initially measured based on its estimated fair value. The trade name is being amortized on a straight-line basis its estimated useful life of 5 years. The Company continually evaluates the reasonableness of the useful lives of these assets. There was no impairment loss for intangible assets during the quarter ended March 31, 2019 and March 31, 2018.

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TIC ACQUISITION HOLDINGS, LLC

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of net assets in the ICW Acquisition effective January 1, 2018.

The Company elected the accounting alternative under Topic 350, lntangibles, Goodwill and Other (“ASC 350”) includes specific reporting disclosure requirements for privately held companies and allows eligible private companies to amortize goodwill and apply a one-step impairment model.

Goodwill is tested for impairment when a triggering event occurs that indicates that the fair value of an entity may be below its carrying amount. Such triggering events could include, but are not limited to, declining overall financial performance or deterioration in general economic conditions. When a triggering event occurs, management will first assess qualitative factors to determine whether the quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, management must perform the quantitative test to compare the entity’s fair value with its carrying amount, including goodwill. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, further testing is not necessary. Goodwill impairment loss, if any, is measured as the excess of the carrying amount of the entity over its estimated fair value. Management noted no impairment indicators during the period ended March 31, 2019. Adverse changes in operating results and/or unfavorable changes in economic factors used to estimate fair values could result in a non-cash impairment charge in the future.

Risks and Uncertainties

The Company is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Approximately 41% of the Company’s scan volume is derived from patient charges billed under the PIP statutes. This statute has been subjected to legislative scrutiny in recent years and may come under review again in future legislative sessions. Any significant change to the PIP statute could impact future revenues of the Company for its diagnostic imaging services.

Regulatory and Other Matters

Laws and regulations governing the Medicare and Medicaid programs and healthcare generally are complex and subject to interpretation. Many of the Company’s payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services.

Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations.

The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, and government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has continued with respect to investigations and

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TIC ACQUISITION HOLDINGS, LLC

allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. The Company believes that it is in compliance with fraud and abuse regulations as well as other applicable government laws and regulations. Compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.

The Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security and privacy of health information, and enforces standards for health information.

The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), along with certain state rules, expanded upon HIPAA in a number of ways, including establishing notification requirements for certain breaches of protected health information. The Company may be subject to significant fines and penalties if found not to be compliant with these state or federal provisions.

Cash

The Company maintains cash balances at two financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

Accounts Receivable and Net Patient Service Revenues

Patient service revenues and related accounts receivable are recognized on the date diagnostic imaging services are performed at amounts the Company believes are reasonably assured of being collected. Charges are recorded at established billing rates and reduced by estimated allowances for contractual adjustments and uncollectible amounts. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors. The regulations for government-sponsored healthcare programs and third-party payor contracts are complex and subject to interpretation. Allowances for contractual adjustments and uncollectible amounts are based on estimated collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables.

The Company continuously monitors those factors affecting the collectability of accounts receivable and adjusts estimated allowances as final settlements are determined and as estimates of future collections change. Adjustments to previous estimates are recorded as contractual adjustments and reported in the periods that such adjustments become known.

The Company grants credit without collateral to its patients, most of who are local residents and are insured by third-party payor agreements. The allowance for uncollectible accounts is management’s best estimate of the amount of probable losses in accounts receivable, net of the allowance for contractual adjustments, based on a number of factors, including payor collection and adjustment history and review of past due balances, with particular emphasis on self-pay past due accounts greater than 90 days old. The Company writes off account balances against the allowance for contractual accounts after it exhausts all means of collection and considers the likelihood of recover to be remote. The Company adjusts the allowance for uncollectible accounts as more current information becomes available and such adjustments are recorded in earnings in the period in which the change in estimate becomes known.

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TIC ACQUISITION HOLDINGS, LLC

Cost of Services

Costs of services includes the cost of radiologist services and contracts, MRI technicians, and medical supplies and expenses.

Concentration of Credit Risk

Accounts receivables included in the consolidated balance sheet consist primarily of amounts from insurance carriers billed under the PIP statute and amounts billed through Letters of Protection (promises to pay) with attorneys, all in connection with the PIP statute. Collections from insurance carriers are based on fee schedules prescribed in the PIP statute. Collections from attorneys can take from one month to up seven years or more depending on when and if the patient’s case is settled.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization, calculated using a straight-line method over the estimated useful lives of the assets. Premises and equipment obtained in connection with business acquisitions are stated at their estimated fair market value at the date of acquisition. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Upon disposal of property and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings.

Maintenance and repairs, which do not improve efficient or extend useful lives, are charged to operations as incurred. Amortization of assets under capital leases is included in depreciation and amortization.

Useful lives of premises and equipment are estimated as follows:

Medical equipment	5 –7 years
Leasehold improvements	10 years
Computer equipment	3 –7 years
Furniture and fixtures	5 years
Office equipment	2 –7 years

Impairment of Long-lived Assets

The Company evaluates its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If facts and circumstances indicate that the carrying amounts of the Company’s long-lived assets may not be recoverable, the Company would compare the carrying amounts to estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset There were no events or circumstances identified for the period ended March 31, 2019 that caused the Company to conclude that long-lived assets should be tested for impairment.

Income Taxes

The Company and its subsidiaries were formed as limited liability companies and are classified as pass-through entities for income tax purposes with all income tax liabilities or benefits passed through to its members. As such,

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TIC ACQUISITION HOLDINGS, LLC

no provision for federal or state income taxes has been recorded in the consolidated financial statements. Since the Company was organized in 2018, no tax years, other than 2018, remain open to examination by taxing authorities.

The Company applies the provisions of ASC Topic 740, Income Taxes, which clarifies the accounting for and reporting of income tax uncertainties, and requires additional disclosures related to uncertain income tax positions. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed the positions for its open tax years in its major jurisdictions and has determined whether or not there are uncertain tax positions that require financial statement recognition. No reserves for uncertain tax positions were required to have been recorded at March 31, 2019.

Advertising

The Company expenses advertising costs as incurred. Advertising expense was approximately $25,441 for the quarter ended March 31, 2019.

New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is than an entity should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. This update will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update is effective for the Company beginning January 1, 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes Topic 840, Leases. Under the new guidance, lessees will be required to recognize at the commencement date for all leases (with the exception of lease terms of 12 months or less for which there is not an option to purchase the underlying asset): (a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The standard was to be effective for the Company on January 1, 2020, with early application permitted, however, the FASB met in July 2019 and is expected to defer the effective date until years beginning after December 15, 2020. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance.

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TIC ACQUISITION HOLDINGS, LLC

2. BUSINESS COMBINATIONS

Effective January 1, 2018, the Company acquired the membership interests of ICW located in West Palm Beach, Florida through a Membership Interest Purchase Agreement. In connection with the purchase, the Company acquired certain assets and assumed certain liabilities of the selling entity in exchange for cash consideration, rollover equity with a fair value of $2,600,000 and preferred capital of $831,250 from one member, and subordinated loans to the former members (sellers) totaling $2,668,750, net of an adjustment for working capital and indebtedness.

January 1, 2018	Estimated Fair Value
Tangible Assets Acquired:
Cash	$	197,020
Accounts Receivable		3,750,000
Other Receivables		21,997
Other Current Assets		200,358
Premises and Equipment, net		4,400,000
Other Noncurrent Assets		73,377
Total Tangible Assets Acquired	$	8,642,752
Liabilities Assumed:
Accounts Payable		(69,247	)
Accrued Expenses		(1,860	)
Assumed Liabilities:	$	(71,107	)
Net Tangible Assets Acquired	$	8,571,645
Accounts Payable	$	8,106,652
Accrued Expenses	$	1,122,000
Total Purchase Consideration	$	17,800,297

The Company expects recorded goodwill to be non-deductible for tax purposes. The goodwill attributable to the acquisition has been recorded as a non-current asset and is being amortized over 10 years.

The results of operations of the acquired entities and the estimated fair values of the assets acquired, and liabilities assumed have been included in the consolidated financial statements since the date of the acquisition.

3. ACCOUNTS RECEIVABLE

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible amounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At March 31, 2019, accounts receivable (including the noncurrent portion) were $5,549,139.

Due to the Company’s focus on business from PIP and letters of protection throughout the state of Florida and over 60% of the Company’s gross charges outstanding are over 120 days old, collections on these receivables can exceed one year from the date of charge. As a result, management estimates that 20% of receivables are long term.

11

TIC ACQUISITION HOLDINGS, LLC

4. PREMISES AND EQUIPMENT – NET

Premises and equipment consisted of the following at March 31, 2019 and December 31, 2018.

	March 2019			2018
Medical equipment	$	4,851,822		$	4,851,822
Computer and technology equipment		123,699			114,355
Furniture and fixtures		87,031			87,031
Miscellaneous medical and other equipment		47,617			42,617
Leasehold improvements		1,358,287			1,358,287
Total book value before depreciation and amortization		6,468,457			6,454,112
Less: Accumulated depreciation and amortization		(1,319,970	)		(1,055,792	)
Total book value	$	5,148,487		$	5,398,320

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill subject to amortization at March 31, 2019 and associated expense for the quarter ended March 31, 2019 is as follows:

	Remaining Useful Life		Assigned Useful Life		Gross Carrying Amount
Goodwill		8.75		10	$	8,106,652
Accumulated Amortization						(1,013,332	)
Goodwill, Net of Accumulated Amortization					$	7,093,320

Amortization expense related to goodwill was $202,666 for the quarter ended March 31, 2019.

Intangible assets subject to amortization, including estimated useful lives in years, at March 31, 2019 consists of the following:

	Remaining Useful Life		Assigned Useful Life		Gross Carrying Amount
Trade Name		3.75		5	$	1,122,000
Accumulated Amortization						(280,500	)
Total Amortizable Intangible Assets					$	841,500

Total amortization expense for the quarter ended March 31, 2019 pertaining to the above intangible asset was $56,100.

Estimated amortization expense for each of the five succeeding years and thereafter based on goodwill and intangible assets as of December 31, 2018 is expected to be as follows:

For the year ending December 31,
2019	$	1,035,065
2020	$	1,035,065
2021	$	1,035,065
2022	$	1,035,065
2023	$	810,665
Thereafter	$	3,242,662

12

TIC ACQUISITION HOLDINGS, LLC

6. LONG-TERM DEBT

Long-term debt of the Company as of March 31, 2019 and December 31, 2018 is as follows:

	03/31/19		12/31/2018
Equipment Loan	$	3,171,430	$	3,300,001
Term Loan	$	4,972,059	$	5,322,060
Subordinated Promissory Note	$	2,272,250	$	2,363,750
Principal Due	$	10,415,739	$	10,985,811

On March 6, 2018, the Company entered into a loan agreement with a bank (the “Loan Agreement”) which included a $7.0 million term loan, a $3.6 million equipment loan, and a guidance line of credit of up to $1.25 million for the purchase of new equipment under guidance notes. The equipment loan bears interest at a rate of one-month LIBOR plus 2.25% and requires payment of accrued interest monthly beginning April 6, 2018, and monthly principal payments of $42,847 beginning June 6, 2018 with all remaining principal and interest due on June 30, 2021. The term loan also bears interest at a rate of one-month LIBOR plus 2.25% and requires monthly principal payments of $116,667 plus accrued interest beginning April 6, 2018 with all remaining principal and interest due on June 30, 2021. No guidance notes were issued as of March 31, 2019 under the guidance line of credit. The Loan Agreement is secured by substantially all of the assets of the Company. The Loan Agreement contain certain covenants and restrictions. At March 31, 2019, the Company was in compliance with all such covenants. The Company’s obligations under the loan agreements are guaranteed by certain membership interest holders of the Company.

Effective January 1, 2018, in connection with the ICW acquisition, the Company issued notes payable totaling $2,668,750 to certain former membership interest holders of ICW who sold their interests to the Company. Such notes are subordinate to the Loan Agreement, bear interest at 4.5% and requires monthly payments of $30,500 plus accrued interest beginning March 31, 2018 with all remaining principal and interest due on June 30, 2021. The Company’s obligations under the subordinated notes are guaranteed by certain membership interest holders of the Company.

Interest expense related to long-term debt for the quarter ended March 31, 2019 was $136,779.

7. RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2019, the Company incurred management fees to an entity owned by members and executives of the Company in the amount of $75,000 and to an executive of the Company in the amount of $100,000 which are included under selling, general and administrative expenses in the accompanying consolidated statement of operations. Approximately $50,000 of those management fees are included in accrued and other liabilities on the accompanying consolidated balance sheet.

As part of the Company’s acquisition of ICW, it agreed to take assignment of certain property leases that were held by Imaging Center Management, Inc. prior to Imaging Center Management, lnc.’s dissolution on December 31, 2018. Thus, during 2018, the Company caused certain property leases to be assigned from Imaging Center Management, Inc. to ICW. There were no material changes to the underlying property leases as a result of these assignments.

13

TIC ACQUISITION HOLDINGS, LLC

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has non-cancelable operating leases for use of their facilities and for various equipment. The facility leases primarily have renewal clauses of three to five years exercisable at the option of the Company. Minimum future rental payments, under non-cancelable operating leases, are as follows:

For the year ending December 31,
2019	$	671,644
2020	$	596,790
2021	$	365,389
2022	$	264,070
2023	$	96,417
Thereafter	$	—

Litigation

From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. Management is not aware of any reported or unreported contingencies.

Severance

During February and March 2019, the Company entered into severance agreements with certain employees provide for severance payments and certain other benefits of approximately $285,000 of severance and certain other benefits through December 31, 2019.

9. PREFERRED CAPITAL

As part of the acquisition, the Company issued preferred capital to one of the sellers as part of the rollover equity to acquire a membership interest in the reorganized Company, with a cumulative preferred return at the rate of 4.5% per year compounded annually from March 7, 2018 to the date of determination. If any distribution due under the agreement is not paid timely, the rate will increase to 18% annually, until the untimely distribution is made. Payments of the preferred return, along with payment of returned capital of $9,500 are due monthly, but such payments may be suspended up to a year under certain circumstances. The unreturned preferred capital will be distributed at face value plus any unpaid preferred return on or before January 31, 2022 plus any period of time that the payments were suspended plus any unpaid preferred return. As of December 31, 2018, there are no returns in arrears. The preferred return is recorded in interest expense. Upon dissolution of the Company, the preferred capital and accumulated unpaid preferred return will be distributed before members’ equity. The preferred capital has no voting rights and is classified as a mandatorily redeemable liability less payments during the quarter ended March 31, 2019 of $28,500 in the accompanying consolidated balance sheet.

10. MEMBERS’ EQUITY

The capital of the Company consists of membership interests represented by Units. Units are entitled to all the rights of ownership and voting rights of the Company. A member is entitled to one vote for each unit held by such member.

14

TIC ACQUISITION HOLDINGS, LLC

11. SUBSEQUENT EVENTS

There were no additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements other than the events described below.

Effective May 31, 2019, a Canadian-based public company purchased all of the Company’s outstanding equity interests for approximately $47,061,000. The purchaser is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas.

15

TIC ACQUISITION HOLDINGS, LLC

SUPPLEMENTARY FINANCIAL INFORMATION

CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES

AND GENERAL AND ADMINISTRATIVE EXPENSES

The expense captions “Cost of services” and “Selling, general and administrative” included in the accompanying consolidated statement of operations for the quarters ending March 31, 2019 and March 31, 2018 consist of the following:

TIC Acquisition Holdings, LLC Expense Detail	Three Months Ended Mar-19		Three Months Ended Mar-18
Cost of Services
Radiologist Services	$	409,088	$	417,035
Service Contracts		148,274		196,996
Film and Medical Supplies		42,654		43,576
Professional Fees		16,823		29,524
Other		1,324		1,438
Total	$	618,164	$	688,568
Selling, General & Administrative Expenses
Payroll	$	1,344,884	$	1,027,376
Depreciation and Amortization		522,944		522,714
Professional Fees		173,702		211,807
Rent		266,158		180,464
Management Fees		175,000		175,000
Utilities		70,658		69,064
Advertising		25,441		36,681
Other		261,268		301,458
Total	$	2,840,054	$	2,524,564

16

Exhibit F

Unaudited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of

Georgia, LLC for the three-month period ended March 31, 2019

See attached.

SFL RADIOLOGY HOLDINGS, LLC

CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

YEAR-TO-DATE AS OF MARCH 31, 2019

SFL RADIOLOGY HOLDINGS, LLC

SFL Radiology Holdings, LLC Consolidated Balance Sheet	Mar-19			Dec-18
Current Assets
Cash	$	632,992		$	733,746
Current Portion of Accounts Receivable		4,024,505			1,411,363
Prepaid Expenses		15,855			32,539
Current Portion of Receivable for Contingent Consideration		1,500,000			1,411,379
Accounts Receivable—Related Parties		170,065			99,737
Total Current Assets	$	6,343,417		$	3,688,764
Noncurrent Assets
Accounts Receivable	$	1,526,536		$	1,154,752
Property and Equipment, net		2,690,125			2,646,082
Goodwill		850,000			850,000
Receivable for Contingent Consideration		1,160,582			1,624,203
Other Assets		25,739			22,292
Total Noncurrent Assets	$	6,252,983		$	6,297,329
Total Assets	$	12,596,400		$	9,986,093
Current Liabilities
Accounts Payable	$	255,597		$	548,031
Accrued Liabilities		297,616			201,344
Accounts Payable—Related Parties		2,191,727			1,257,226
Current Portion of Long-Term Debt		596,670			596,670
Total Current Liabilities	$	3,341,610		$	2,603,271
Long Term Liabilities
Long-Term Debt, net	$	1,656,447		$	1,803,280
Obligations Under Interest Rate Swap		26,174			26,174
Total Long Term Liabilities	$	1,682,621		$	1,829,454
Equity
Members’ Equity	$	7,598,344		$	5,579,542
Accumulated Other Comprehensive Income		(26,174	)		(26,174	)
Total Equity	$	7,572,170		$	5,553,368
Total Liabilities & Equity	$	12,596,400		$	9,986,093

2

SFL RADIOLOGY HOLDINGS, LLC

SFL Radiology Holdings, LLC Consolidated Income Statement	Three Months Ended Mar-19			Three Months Ended Mar-18
Net Patient Services Revenue	$	3,693,002		$	2,414,859
Cost of Services	$	426,239		$	420,466
Selling Expenses	$	315,355		$	178,963
General & Administrative Expenses	$	905,689		$	539,334
Loss on Sale of Receivables	$	—		$	1,160,460
Operating Income	$	2,045,718		$	115,636
Other Income (Expenses)	$	—		$	(945	)
Change in Fair Value of Receivable for Contingent Consideration		—			—
Interest Income (Expense)		(25,315	)		(13,514	)
Net Income	$	2,020,404		$	101,177
Change in Fair Value of Interest Rate Swap Obligations	$	—		$	—
Comprehensive Income	$	2,020,404		$	101,177

3

SFL RADIOLOGY HOLDINGS, LLC

SFL Radiology Holdings, LLC Consolidated Statement of Owners’ Equity	Member’s Equity			Accumulated Other Comprehensive Income			Total
Balance as of January 1, 2018	$	6,653,398		$	—		$	6,653,398
Net Income		1,430,825			—			1,430,825
Members’ Distributions		(2,504,681	)		—			(2,504,681	)
Fair Value of Interest Rate Swap		—			(26,174	)		(26,174	)
Balance as of December 31, 2018	$	5,579,542		$	(26,174	)	$	5,553,368
Net Income		2,020,404			—			2,020,404
Members’ Distributions		(1,602	)		—			(1,602	)
Fair Value of Interest Rate Swap		—			—			—
Balance as of March 31, 2019	$	7,598,344		$	(26,174	)	$	7,572,170

4

SFL RADIOLOGY HOLDINGS, LLC

SFL Radiology Holdings, LLC Consolidated Statement of Cash Flows	Three Months Ended Mar-19			Three Months Ended Mar-18
Operating Activities
Net Income	$	2,020,404		$	101,177
Non-Cash Impacts:
Fair Value of Contingent Consideration	$	—		$	—
Depreciation and Amortization		208,525			194,308
Amortization of Debt Issue Costs		1,596			811
Cash Provided By (Used In) Changes in the Following:
Accounts Receivable		(2,984,927	)		(1,614,333	)
Prepaid Expenses		16,684			2,436
Accounts Receivable—Related Parties		(70,328	)		(34,943	)
Other Assets		(3,447	)		—
Accounts Payable		(292,434	)		(189,047	)
Accrued Liabilities		96,272			(18,522	)
Accounts Payable—Related Parties		934,501			780,195
Cash Flow From Operating Activities	$	(73,155	)	$	(777,918	)
Investing Activities
Acquisition of Property and Equipment	$	(252,568	)	$	—
Proceeds on Receivable for Contingent Consideration		375,000			375,000
Asset Purchase		—			—
Cash Flow From Investing Activities	$	122,432		$	375,000
Financing Activities
Increase in Debt Issue Costs	$	—		$	—
Payments on Long-Term Debt		(148,429	)		(77,224	)
Proceeds from Long-Term Debt		—			—
Distributions to Members		(1,602	)		—
Cash Flow From Financing Activities	$	(150,031	)	$	(77,224	)
Beginning Cash Balance	$	733,746		$	766,074
Net Increase (Decrease) in Cash		(100,753	)		(480,142	)
Ending Cash Balance	$	632,993		$	285,932

5

SFL RADIOLOGY HOLDINGS, LLC

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

SFL Radiology Holdings, LLC (“SFL”) is a limited liability company organized in the state of Florida on September 15, 2015. SFL was initially organized for the primary purpose of acquiring the outstanding membership interests in First Coast Imaging, LLC (“FCI”) on September 30, 2015. FCI performed imaging services consisting of magnetic resonance imaging (“MRI”) and radiography (“X-Ray”) in Jacksonville, Florida. In May 2017, SFL sold FCI (see Note 3) to a related party and as a result, had no other operating activities at that time other than acquiring and leasing medical equipment.

During July 2015, SFL entered into a Line of Credit Agreement (the “LOC”) with Elite Radiology of Georgia, LLC (“Elite”) to borrow up to $2,000,000, which was amended in June 2017 for up to $4,000,000. Under the terms of the LOC, SFL advanced funds on a periodic basis for Elite’s working capital needs. In addition, effective May 1, 2018, SFL entered into an Administrative Services Agreement (the “ASA”) with Elite. Under the terms of the ASA, SFL provides the following services to each the entity’s locations: human resources, information management, technical support, marketing techniques, and other administrative and support services. All equipment leases of SFL are to Elite. Elite is a limited liability company organized in the state of Georgia on July 1, 2015. Elite owns and operates four imaging centers throughout Georgia. Imaging services provided by Elite consist of MRI and X-Ray.

Variable Interest Entity

In accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, a reporting entity with a variable interest in another company is required to include the assets and liabilities and revenues and expenses of that separate company (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a Variable Interest Entity (“VIE”) if: 1.) the reporting entity has the power to direct the activities of the VIE that most significantly impact its economic performance and 2.) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

As a result of the financial relationship established through the LOC and ASA noted above, Elite qualifies as a variable interest entity as SFL has the power to direct the activities of and is owed significant amounts from Elite. As a result, SFL is considered the primary beneficiary of Elite, and accordingly, the assets and liabilities and revenue and expenses of Elite are included in these consolidated financial statements. Due to SFL’s economic interest as described, the entirety of Elite’s operations is reflected as being attributable to SFL in these consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of SFL and Elite (collectively, the “Company”). All material intercompany transactions have been eliminated upon consolidation.

Acquisition Method for Business Combinations

In accordance with FASB ASC 805, Business Combinations, assets acquired and liabilities assumed are recorded at fair value at the date of acquisition. Under the acquisition method, the difference between the consideration transferred and the fair value of the net assets acquired is recorded either as goodwill or a bargain purchase gain. Acquisition related costs including professional fees are expensed as incurred.

6

SFL RADIOLOGY HOLDINGS, LLC

The Company determined the fair value of assets and liabilities acquired through application of FASB ASC 820-10, Fair Value Measurements. Fair value measurements were based on management judgments and management estimates (level 3 inputs under FASB ASC 820-10).

Basis of Accounting

The Company uses the accrual method of accounting. Under this method, revenues are recognized in the period earned and expenses are recognized when incurred.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Goodwill

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, goodwill is tested for impairment on an annual basis, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. The Company has not recorded any impairment losses related to goodwill for the quarter ended March 31, 2019.

Risks and Uncertainties

Elite is highly dependent on referrals from physicians who have no contractual obligation or economic incentive to refer patients to the Company’s facilities. The Company is also subject to various state and federal laws and regulations which prohibit physicians from referring patients to entities with which they have a financial relationship (an ownership interest or compensation arrangement) and prohibit the provision of certain medical services by non-physicians and/or the splitting of fees between physicians and non-physicians. The Company believes its operations are conducted in material compliance with existing applicable laws.

Cash

The Company maintains cash balances at two financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transaction Account Guarantee Program. From time to time, cash balances in these accounts may exceed federally insured limits. The Company has not experienced any losses on its deposits with financial institutions.

Accounts Receivable and Net Patient Service Revenues

Accounts receivable and related revenues are recognized on the date diagnostic imaging services are performed based on amounts Elite believes are reasonably assured of being collected. Amounts are recorded at established billing rates and reduced by estimated allowances for contractual adjustments and uncollectible amounts. Contractual adjustments result from differences between the rates charged for services performed and reimbursement rates paid by insurance companies, government-sponsored healthcare programs and other third-party payors.

7

SFL RADIOLOGY HOLDINGS, LLC

Allowances for contractual adjustments and uncollectible amounts are based on estimated collection rates, changes in payor mix, specific payor collection issues, changes in contract pricing and the aging of accounts receivables. Elite continuously monitors those factors affecting the collectability of accounts receivables and adjusts estimated allowances as final settlements are determined and as estimates of future collections change. Depending on the changes made in the allowances, net revenues would increase or decrease.

Concentration of Credit Risk

Accounts receivable included in the consolidated balance sheet consist primarily of amounts billed through Letters of Protection (promises to pay) with attorneys. Collections from attorneys can take up to six months to seven years or more depending on when and if the patient’s case is settled.

Premises and Equipment

All property and equipment, including leasehold improvements, are recorded at cost. Maintenance and repairs, which do not improve efficiency or extend useful lives, are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets or the remaining lease term.

Medical equipment	5 years
Computer equipment	5 years
Furniture and fixtures	5 years

Leasehold improvements are amortized over the lesser of the useful life of the asset or the remaining life of the lease.

Impairment of Long-lived Assets

In accordance with ASC 360-10, Property, Plant, and Equipment, the Company evaluates its long- lived assets for financial impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. The Company evaluates the recoverability of long-lived assets by measuring the carrying amounts of the assets against their estimated undiscounted future cash flows. If such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair value. The Company did not record an impairment loss related to long-lived assets for the quarter ended March 31, 2019.

Debt Issue Costs

Debt issue costs are capitalized and amortized using the straight-line method, which approximates the effective interest method, over the term of the respective loans and are presented as a reduction of long-term debt on the accompanying consolidated balance sheet.

Income Taxes

SFL, with the consent of its members, have elected under the Internal Revenue Code (“IRC”) to be taxed as a Partnership. In lieu of corporation Federal and state income taxes, the members of a limited liability company are taxed on their proportionate share of a company’s taxable income. Therefore, no provision or liability for Federal income taxes has been included in these consolidated financial statements.

8

SFL RADIOLOGY HOLDINGS, LLC

Subsequent Events

On April 15, 2019, SFL (along with other related party entities of the Company) entered into an agreement with a Canadian-based company to sell all outstanding equity interests for approximately $47,733,000 plus/minus various transaction adjustments. On June 1, 2019, effective 12:10 A.M. Eastern Standard Time, the SFL closed this sale of all outstanding equity interest.

On April 26, 2019, Elite acquired certain assets from an imaging center in Georgia under an asset purchase agreement for a cash purchase price of $300,000.

There were no other additional material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

New Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. This standard will be effective for the calendar year ending December 31, 2019. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. The ASU requires all leases with lease terms more than 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. This ASU will be effective for the Company for the year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements.

2. BUSINESS COMBINATIONS

During October 2018, Elite acquired an imaging center in Duluth, GA in exchange for cash consideration of $1,450,000. There were no liabilities assumed in connection with this acquisition. The following table summarizes the estimated fair values of the assets acquired and the calculation of goodwill reporting in the accompanying consolidated balance sheet.

Consideration transferred:
Cash	$	1,450,000
Less assets acquired:
Fixed Assets		(600,000	)
Goodwill	$	850,000

9

SFL RADIOLOGY HOLDINGS, LLC

3. RECEIVABLE FOR CONTINGENT CONSIDERATION

In May 2017, the Company sold their imaging center in Jacksonville, Florida to a related party entity through an Asset Purchase Agreement. Part of the purchase consideration under the terms of the sale was contingent consideration payable to SFL (“earn-out”) of $125,000 per month beginning January 2018, payable over seven years, at an amount not to exceed $5,000,000.

The monthly earn-out payment is contingent upon the imaging center acquired generating EBITDA of $1,800,000, as determined each month end over a trailing twelve-month period. SFL recorded the contingent consideration at acquisition date at estimated fair value based on expected future payouts. On the date of sale, the Company estimated that the earn-out payments would be received in full over the four next years (no payment due for first 8 months May to December 2017) and as such, recorded an initial receivable of $3,777,658 for the estimated fair value of the contingent consideration. Fair value was estimated based on the present value of the remaining monthly earn-out payments (28 months as of December 31, 2018), using an interest rate of 13.5%. Future changes in the estimate of the payout obligation are recorded as a gain or charge to current period earnings.

4. ACCOUNTS RECEIVABLE – NET

Accounts receivable are recorded at established billing rates less allowances for contractual adjustments and uncollectible amounts. Accounts receivable are recorded on the date the diagnostic procedure is performed. At March 31, 2019, in the opinion of management, all accounts were considered collectible. At March 31, 2019, accounts receivable (including the noncurrent portion) were $5,551,042.

Collections on certain receivables contractually depend on when and if the patient’s case is settled, which generally exceeds one year, and as a result, management has classified approximately 28% of receivables at March 31, 2019 as noncurrent.

5. LONG-TERM DEBT

Long-term debt of the Company as of March 31, 2019 and December 31, 2018 is as follows:

	03/31/19			12/31/2018
Note payable to a financial institution, monthly payments of $16,597 including interest accruing monthly on the unpaid principal balance at 4.00%, matures February 6, 2022 collateralized by substantially all assets of SFL.	$	532,904		$	576,938
Note payable to a financial institution, monthly payments of $13,378 including interest accruing monthly on the unpaid Principal balance at 4.00%, matures May 10, 2022, collateralized by substantially all assets of SFL.	$	458,122		$	493,642
Note payable to a financial institution, monthly payments of $22,958 including interest accruing monthly on the unpaid principal balance at 5.59% (swap rate), matures November 26, 2023, collateralized by substantially all assets of SFL.	$	1,285,667		$	1,354,542
Less: Debt Issuance Costs		(23,576	)		(25,172	)
Principal Due	$	2,253,117		$	2,399,950

10

SFL RADIOLOGY HOLDINGS, LLC

6. INTEREST RATE SWAP AGREEMENT

The Company has an interest rate swap agreement to hedge against the risk of interest rate increases on the related variable rate debt. The derivative financial instrument is not held for trading purposes and the cash flow effects of the swap arrangement will be included in interest expense as it occurs.

The hedging contract is classified as a cash flow hedge and accordingly, is adjusted to current market value until the underlying transactions are recognized. The Company has determined fair value through the application of FASB 820-10, Fair Value Measurement and Disclosures, using quoted market prices within active markets for similar liabilities (Level 2 inputs). Accordingly, the fair value of $26,174 as of December 31, 2018 (initial year of agreement) is recorded as other comprehensive loss for the year ended December 31, 2018. For cash flow purposes, change in fair value loss on the interest rate swap agreement is considered a noncash transaction. There was no changes to fair value for the period ended March 31, 2019.

Because of potential interest rate fluctuations, the Company has exposure to future gains or losses upon ultimate settlement. Management believes that the risk of nonperformance by the counterparty is remote.

7. RELATED PARTY TRANSACTIONS

Shared Services Agreement

The Company has a Shared Services Agreement with a related party entity whose Chief Executive Officer is also a managing member of the Company. This agreement, also effective May 1, 2018, subcontracts all of the Company’s responsibilities under the ASA with the related party entity that acquired FCI in May 2017. Fees paid to the related party entity are $170,000 per month. Fees recorded as expense for the quarter ended March 31, 2019 were $510,000 and are included in general and administrative expenses in the accompanying consolidated statement of income and comprehensive income.

Accounts Receivable – Related Parties

The Company periodically advances funds to entities owned by members of the Company for the purpose of funding the purchase of receivables by one entity from Elite and general working capital needs of another entity. Amounts outstanding from these related parties as of December 31, 2018 were $170,065.

11

SFL RADIOLOGY HOLDINGS, LLC

SUPPLEMENTARY FINANCIAL INFORMATION

CONSOLIDATED SCHEDULES OF COST OF SERVICES, SELLING EXPENSES

AND GENERAL AND ADMINISTRATIVE EXPENSES

SFL Radiology Holdings, LLC Expense Detail	Three Months Ended Mar-19		Three Months Ended Mar-18
Cost of Services
Radiologist Services	$	283,854	$	211,752
Service Contracts		64,258		47,750
Payroll Expenses		51,534		144,849
Film and Medical Supplies		19,858		14,792
Other		6,735		1,323
Total	$	426,239	$	420,466
Selling Expenses
Payroll Expenses, including Commissions	$	115,295	$	86,718
Marketing and Advertising Expenses		163,500		70,437
Printing Expenses		30,559		15,809
Other		6,000		6,000
Total	$	315,355	$	178,963
General & Administrative Expenses
Payroll Expenses	$	327,385	$	163,168
Depreciation and Amortization		208,525		194,308
Professional Fees		109,303		44,177
Rent		66,655		48,674
Other		110,297		37,222
Utilities		41,060		36,108
Insurance		25,473		15,677
Management Fees		16,992		—
Total	$	905,689	$	539,334

12

Exhibit G

Unaudited consolidated income statement of the Company that gives effect to the acquisition of the

Targets as if they had taken place at January 1, 2018 for the year ended December 31, 2018 and for

the three-month period ended March 31, 2019, including pro forma earnings per share based on such

income statements.

See attached.

Akumin Inc.

Unaudited Pro Forma Condensed Consolidated Income Statement for the Three-Month Period Ended March 31, 2019

	Akumin March 31, 2019 $			ADG March 31, 2019			TIC March 31, 2019			Elite & SFL March 31, 2019		Adjustments			Pro Forma Akumin March 31, 2019 $			Note Reference
Revenue
Service fees – net of allowances and discounts		46,955,226			10,186,251			3,844,959			3,693,002		—			64,679,438
Other revenue		595,962			—			—			—		—			595,962
		47,551,188			10,186,251			3,844,959			3,693,002		—			65,275,400
Expenses
Employee compensation		17,803,022			2,869,986			1,344,884			494,214		(17,417	)		22,494,689		u)
Reading fees		6,986,767			1,100,271			409,088			283,854		—			8,779,980
Rent and utilities		1,891,991			501,055			336,816			107,715		(487,424	)		2,350,153		o)
Third party services and professional fees		3,552,581			635,110			364,240			337,061		—			4,888,992
Administrative		2,711,322			117,785			261,268			172,329		37,470			3,300,174		d)
Medical supplies and other		1,467,205			701,643			218,979			43,585		(129,617	)		2,301,795		m), o), t)
Operating Expenses		34,412,888			5,925,850			2,935,275			1,438,758		(596,988	)		44,115,783
Depreciation and amortization		6,130,223			635,655			522,944			208,525		44,791			7,542,138		l), o), s)
Stock-based compensation		1,017,612			—			—			—		—			1,017,612
Interest expense		3,469,480			2,293,778			136,779			25,315		3,342,392			9,267,744		b), c), o)
Settlement costs (recoveries)		(1,216,851	)		—			—			—		—			(1,216,851	)
Acquisition related costs		785,682			418,983			1,535			—		(377,565	)		828,635		a)
Other income		—			(17,417	)		(27,749	)		—		17,417			(27,749	)	u)
Financial instruments revaluation and other (gains) losses		57,390			29,352			—			—		(29,352	)		57,390		k)
		44,656,424			9,286,201			3,568,784			1,672,598		2,400,695			61,584,702
Income (loss) before income taxes		2,894,764			900,050			276,175			2,020,404		(2,400,695	)		3,690,698
Income tax provision (recovery)		275,676			375,000			—			—		—			650,676		f), p), q)
Net income (loss) and comprehensive income (loss) for the period		2,619,088			525,050			276,175			2,020,404		(2,400,695	)		3,040,022
Non-controlling interests		449,764			—			—			—		—			449,764
Net income (loss) attributable to common shareholders		2,169,324			525,050			276,175			2,020,404		(2,400,695	)		2,590,258
Weighted average shares outstanding
Basic		62,422,856											6,250,000			68,672,856		n)
Fully diluted		64,240,457											6,250,000			70,490,457		n)
Net income (loss) per share
Basic		0.03														0.04
Diluted		0.03														0.04

Akumin Inc.

Unaudited Pro Forma Condensed Consolidated Income Statement for the Year Ended December 31, 2018

	Akumin December 31, 2018 $			ADG December 31, 2018			TIC December 31, 2018			Elite & SFL December 31, 2018			Adjustments			Pro Forma Akumin December 31, 2018 $			Note Reference
Revenue
Service fees – net of allowances and discounts		152,012,831			36,966,679			14,934,870			11,189,815			—			215,104,195
Other revenue		2,769,236			—			—			—			—			2,769,236
		154,782,067			36,966,679			14,934,870			11,189,815			—			217,873,431
Expenses
Employee compensation		57,653,048			10,900,925			4,211,222			1,823,964			(176,600	)		74,412,559			u)
Reading fees		20,560,092			3,721,200			1,730,451			855,912			—			26,867,655
Rent and utilities		16,435,169			1,765,871			1,258,301			348,574			—			19,807,915
Third party services and professional fees		11,300,654			1,176,005			1,847,012			1,048,385			—			15,372,056
Administrative		8,767,662			1,692,355			1,162,239			357,480			165,144			12,144,880			d)
Medical supplies and other		5,716,480			3,428,715			893,274			163,902			(450,000	)		9,752,371			m), t)
Operating Expenses		120,433,105			22,685,071			11,102,499			4,598,217			(461,456	)		158,357,436
Depreciation and amortization		9,852,034			2,061,175			2,090,857			746,796			(1,518,834	)		13,232,028			l), r), s)
Stock-based compensation		5,702,395			—			—			—			—			5,702,395
Interest expense		5,979,035			10,136,129			516,256			60,556			12,772,709			29,464,685			b), c)
Impairment of property and equipment		642,681			—			—			—			—			642,681
Settlement costs (recoveries)		43,029			—			—			—			—			43,029
Acquisition related costs		2,425,577			—			683,184			—			1,015,826			4,124,587			a)
Public offering costs		813,545			—			—			—			—			813,545
Other Income		—			(176,462	)		(68,234	)		(125,000	)		176,600			(193,096	)		u)
Financial instruments revaluation and other (gains) losses		2,843,262			950,936			—			4,504,595			(3,605,439	)		4,693,354			e), g), h), i), j), k)
		148,734,663			35,656,849			14,324,562			9,785,164			8,379,406			216,880,644
Income (loss) before income taxes		6,047,404			1,309,830			610,308			1,404,651			(8,379,406	)		992,787
Income tax provision (recovery)		(1,526,534	)		605,278			—			—			—			(921,256	)		f), p), q)
Net income (loss) and comprehensive income (loss) for the period		7,573,938			704,552			610,308			1,404,651			(8,379,406	)		1,914,043
Non-controlling interests		2,574,137			—			—			—			—			2,574,137
Net income (loss) attributable to common shareholders		4,999,801			704,552			610,308			1,404,651			(8,379,406	)		(660,094	)
Weighted average shares outstanding
Basic		58,198,966												6,250,000			64,448,966			n)
Fully diluted		59,306,094												6,250,000			65,556,094			n)
Net income (loss) per share
Basic		0.09															(0.01	)
Diluted		0.08															(0.01	)

Akumin Inc.

Notes to the Pro Forma Consolidated Financial Statements

For the year ended December 31, 2018 and for the three-month period ended March 31, 2019

(unaudited) (in US Dollars)

1. Basis of Presentation

These unaudited pro forma condensed consolidated financial statements (the “Pro Forma Financials”) of Akumin Inc. (the “Company”) have been prepared by management for illustrative purposes only, to show the effect of the acquisitions of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the “ADG Acquisitions”), as described in Note 2. The Pro Forma Financials have been prepared as if the transaction had occurred on January 1, 2018 for purposes of the unaudited pro forma condensed consolidated statements of net income (loss) and comprehensive income (loss) for the year ended December 31, 2018 and for the three-month period ended March 31, 2019. These Pro Forma Financials do not include a pro forma balance sheet as the most recent interim financial statements of the Company for the three and six-month periods ended June 30, 2019 include the ADG Acquisitions.

The Pro Forma Financials have been prepared based on the following statements and information:

a) Unaudited condensed consolidated financial statements of the Company for the three-month period ended March 31, 2019;

b) Audited consolidated financial statements of the Company for the year ended December 31, 2018;

c) Audited consolidated financial statements of ADG Acquisition Holdings, Inc. for the year ended December 31, 2018;

d) Audited consolidated financial statements of TIC Acquisition Holdings, LLC for the year ended December 31, 2018;

e) Audited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC for the year ended December 31, 2018;

f) Unaudited consolidated financial statements of ADG Acquisition Holdings, Inc. for the three-month period ended March 31, 2019;

g) Unaudited consolidated financial statements of TIC Acquisition Holdings, LLC for the three-month period ended March 31, 2019; and

h) Unaudited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC for the three-month period ended March 31, 2019.

Certain reclassifications have been made to the historical presentation of ADG Acquisitions to conform to the presentation used in the Pro Forma Financials.

The Pro Forma Financials do not reflect future events that may occur after the transaction, including, but not limited to, new revenue generating opportunities, synergies resulting in cost savings, or cost of integration. The Pro Forma Financials are not intended to fully reflect the results of the operations or the financial position that would have resulted had the ADG Acquisitions been effected on the dates indicated, or the results that may be obtained in the future. It is recommended that the Pro Forma Financials be read along with the historical consolidated financial statements of the Company and ADG Acquisitions.

The Pro Forma Financials are presented in US dollars unless otherwise stated.

2. Description of the Transaction

On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centers (Florida-21 and Georgia-6) operated under Advanced Diagnostic Group (“ADG”), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of the ADG Acquisitions.

Akumin Inc.

Notes to the Pro Forma Consolidated Financial Statements

For the year ended December 31, 2018 and for the three-month period ended March 31, 2019

(unaudited) (in US Dollars)

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million, of which, $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the new loans issued by the Company in connection with the ADG Acquisitions. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs.

The transaction has been accounted for as a business combination in the Pro Forma Financials in accordance with IFRS 3, Business Combinations. The purchase price consideration paid on May 31, 2019 has been allocated on a preliminary basis to the fair value of net assets acquired effective May 31, 2019, and is reflected in Akumin’s statement of financial position as at June 30, 2019 based on management’s best estimates and considers all available information up to the date of the unaudited condensed consolidated financial statements. The preliminary purchase price allocation will be finalized once management has gathered and reviewed all relevant information. The final allocation of the purchase price consideration between net tangible assets, identifiable intangible assets, and goodwill may differ from the preliminary estimates and these changes may be material. Estimated transaction costs (excluding the capitalized debt issuance costs) have been expensed as incurred for purposes of these Pro Forma Financials.

Preliminary Purchase Price Allocation (“PPA”)

Cash	$	3,524,331
Accounts receivable		19,418,814
Prepaid and other		269,012
Property and equipment		11,508,940
Real estate and equipment (right-of-use)		16,626,110
Accounts payable and accrued liabilities		(5,927,161	)
Lease liabilities		(16,626,110	)
Earn-out liability		(19,968,307	)
Net Assets Acquired	$	8,825,629
Preliminary goodwill and intangible assets on acquisition	$	207,203,147
Purchase Consideration	$	216,028,776

Akumin Inc.

Notes to the Pro Forma Consolidated Financial Statements

For the year ended December 31, 2018 and for the three-month period ended March 31, 2019

(unaudited) (in US Dollars)

3. Significant Accounting Policies

The accounting policies applied in these Pro Forma Financials are in accordance with IFRS as described in the Company’s December 31, 2018 audited consolidated financial statements, except for the changes to the accounting policies as described in note 3 of the Company’s condensed interim consolidated financial statements for the six-month period ended June 30, 2019. The financial statements of ADG Acquisitions are prepared under US GAAP. The Company has reviewed these financial statements with respect to any adjustments for presentation under IFRS. The Company has adjusted the financial statements of ADG Acquisitions for the three-month period ended March 31, 2019 for IFRS 16, Leases.

4. Pro Forma Adjustments and Assumptions

a) To record the estimated cumulative transaction costs (in the income statement) incurred by the Company associated with the ADG Acquisitions of $1,699,010 for the year ended December 31, 2018, and a recovery of $377,565 for the three-month period ended March 31, 2019.

b) The debt of the ADG Acquisitions was not assumed by the Company and thus related interest expense of $10,712,941 and $2,455,872 have been removed, for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively.

c) To record incremental interest expense attributable to new incremental debt in connection with the ADG Acquisitions (face value $320,400,000). Accordingly, an additional $23,485,650 and $5,476,759 in interest expense has been reflected for the year ended December 31, 2018 and the three-month period ended March 31, 2019.

d) To record incremental commitment fees on undrawn new revolving line of credit in connection with the ADG Acquisitions for the year ended December 31, 2018 and the three-month period ended March 31, 2019 of $165,144 and $37,470, respectively.

e) The factoring of accounts receivable as described in note 4 of the consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC will not continue under the Company’s ownership, and therefore, an adjustment has been made to remove the loss on sale of accounts receivable.

f) To record the estimated income tax impact of the pro forma adjustments using the Company’s estimated effective tax rate of 24.3%, which is a blend of U.S. federal and state statutory tax rates. Only net tax expense is noted in pro forma financial statements (if any).

g) To record a loss on debt revaluation of $1,843,262 upon settlement of the Company’s Syndicated Loan pro forma the ADG Acquisitions (amortized cost increased to face value).

h) To record a loss on debt revaluation of $6,830 upon settlement of the principal balance outstanding of the Company’s subordinated notes payable pro forma the ADG Acquisitions (amortized cost increased to face value).

i) To eliminate puttable warrant expense of $270,000 for the year ended December 31, 2018, as these instruments were settled upon ADG Acquisitions.

j) To eliminate change in fair value of contingent consideration expense of $574,659 for the year ended December 31, 2018, as these instruments were settled upon ADG Acquisitions.

k) To eliminate employee stock ownership plan (ESOP) transaction fees and costs of $106,277 and $29,352 for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively, as the ESOP ownership structure was terminated upon ADG Acquisitions.

l) To eliminate amortization expense of $480,000 and $120,000 for the year ended December 31, 2018 and for the three-month period ended March 31, 2019, respectively, for the lease right intangible asset as the Company has not recognized this asset upon the ADG Acquisitions. During 2015, ADG acquired the lease rights

Akumin Inc.

Notes to the Pro Forma Consolidated Financial Statements

For the year ended December 31, 2018 and for the three-month period ended March 31, 2019

(unaudited) (in US Dollars)

to open a new imaging center in Palm Beach, Florida in exchange for seller short term financing of $7,200,000. Under the related asset purchase agreement, no other assets were acquired or liabilities were assumed, and ADG had recorded the entire purchase price as an intangible asset. ADG leased this location in 2015.

m) To eliminate the management fee expense of $150,000 and $37,500 for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively, paid to a related party of ADG. These management fees will not continue under the Company’s ownership.

n) To reflect the portion of purchase consideration for the ADG Acquisitions paid in shares of the Company. The Company issued 6.25 million common shares of the Company to the sellers of the ADG Acquisitions, valued at $3.75 per share as of close of May 31, 2019, the date of the ADG Acquisitions, for total share consideration of $23,437,500.

o) The Company adopted IFRS 16, Leases, effective January 1, 2019. An adjustment is reflected in the financial statements of the ADG Acquisitions for the three-month period ended March 31, 2019 to reflect the estimated reduction in facility rent expense of $487,424 and equipment operating lease expense of $17,117, and increase in depreciation expense of $423,557 and interest expense of $321,505 related to assumed right of use assets and lease liabilities of $16,626,110.

p) The consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC are prepared as those of a partnership. Hence, its pre-tax income is taxed at the Company’s estimated effective tax rate of 24.3%, which is a blend of U.S. federal and state statutory tax rates.

q) The consolidated financial statements of TIC Acquisition Holdings, LLC are prepared as those of a partnership. Hence, its pre-tax income is taxed at the Company’s estimated effective tax rate of 24.3%, which is a blend of U.S. federal and state statutory tax rates.

r) To eliminate amortization of debt issuance costs of $3,769 for the year ended December 31, 2018 in the consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC.

s) To eliminate amortization of intangible assets of $1,035,065 and $258,766 for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively, in the consolidated financial statements of TIC Acquisition Holdings, LLC. The Company expects to incur amortization expense with respect to intangibles associated with the ADG Acquisitions once the PPA is finalized.

t) To eliminate the management fee expense of $300,000 and $75,000 for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively, paid to a related party of TIC Acquisition Holdings, LLC. These management fees will not continue under the Company’s ownership.

u) To eliminate ADG’s mark-up of $176,600 and $17,417 for the year ended December 31, 2018 and the three-month period ended March 31, 2019, respectively, on related party services provided to SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC.

EX-99.37

Exhibit 99.37

Akumin to Host Third Quarter 2019 Financial Results Call on November 14, 2019

November 8, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Company”) will host a conference call at 8:30 a.m. Eastern Time, November 14, 2019, to discuss its third quarter 2019 financial results.

To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. There will also be simultaneous and archived webcasts available at https://akum.in/AkuminThirdQuarter2019Results. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Thursday, November 21, 2019 by calling 416-849- 0833 or toll-free 1-855-859-2056, using passcode number 4998245.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect

Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White
Investor Relations
(416) 274-7762

EX-99.38

Exhibit 99.38

Notice to Reader

Re: Akumin Inc.

Please be advised that the audited consolidated financial statements of Akumin Inc. as at and for the year ended December 31, 2018 were corrected for an error relating to the classification of cash flows.

As described in note 13, during 2018 the Company acquired all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres. Previously, the “Acquisition of non-controlling interests” line was incorrectly presented under the Investing activities category instead of the Financing activities category within the consolidated statements of cash flow for the year ended December 31, 2018.

The error did not impact the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) or changes in equity. Operating cash flow and increase in cash during the period were not impacted. Basic and diluted earnings per share were not impacted.

Akumin Inc.

Consolidated Financial Statements (Restated)

December 31, 2018

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Independent Auditor’s Report	1 – 3
Consolidated Balance Sheets	4
Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)	5
Consolidated Statements of Changes in Equity	6
Consolidated Statements of Cash Flows (Restated)	7
Notes to Consolidated Financial Statements	8 –  57

 

Independent auditor’s report

To the Shareholders of Akumin Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Akumin Inc. and its subsidiaries (together, the Company) as at December 31, 2018 and 2017, and its financial performance and its cash flows for the year ended December 31, 2018 and the fifteen-month period ended December 31, 2017 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

What we have audited

The Company’s consolidated financial statements comprise:

· the consolidated balance sheets as at December 31, 2018 and 2017;

· the consolidated statements of net income (loss) and comprehensive income (loss) for the year ended December 31, 2018 and the fifteen-month period ended December 31, 2017;

· the consolidated statements of changes in equity for the year ended December 31, 2018 and the fifteen-month period ended December 31, 2017;

· the consolidated statements of cash flows for the year ended December 31, 2018 and the fifteen-month period ended December 31, 2017; and

· the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Emphasis of matter

We draw attention to Note 2 to the consolidated financial statements, which explains that the consolidated financial statements for the year ended December 31, 2018 has been restated from those on which we originally reported on March 28, 2019. Our opinion is not modified in respect of this matter.

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

( 1 )

 

Other information

Management is responsible for the other information. The other information comprises the Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

( 2 )

 

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

· Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

· Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Jennifer Psutka.

(Signed) “PricewaterhouseCoopers LLP”

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario
November 13, 2019

( 3 )

Akumin Inc.

Consolidated Balance Sheets

(expressed in US dollars unless otherwise stated)
	December 31, 2018			December 31, 2017
	$			$
Assets
Current assets
Cash		19,326,412			12,145,481
Accounts receivable (note 4)		29,810,501			12,968,010
Prepaid expenses and other current assets		1,049,285			381,144
		50,186,198			25,494,635
Security deposits and other assets		815,450			209,335
Property and equipment (note 5)		55,567,588			42,002,927
Goodwill (notes 3 and 7)		130,539,869			100,777,451
Intangible assets (note 6)		3,668,596			2,264,041
		240,777,701			170,748,389
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 8)		16,865,477			14,578,538
Finance leases (note 9)		851,183			528,895
Senior loans payable (notes 10 and 11)		2,867,167			3,016,958
		20,583,827			18,124,391
Finance leases (note 9)		3,325,832			2,062,103
Senior loans payable (notes 10 and 11)		108,801,431			70,156,708
Subordinated notes payable (note 12)		1,492,233			—
Subordinated notes payable – earn-out (note 12)		169,642			—
		134,372,965			90,343,202
Shareholders’ Equity
Common shares (note 13)		123,746,423			83,771,904
Warrants (note 13)		1,742,910			1,310,661
Contributed surplus (notes 13 and 16)		5,088,376			2,205,784
Deficit		(26,640,173	)		(13,223,745	)
Equity attributable to shareholders of Akumin Inc.		103,937,536			74,064,604
Non-controlling interests (note 23)		2,467,200			6,340,583
		106,404,736			80,405,187
		240,777,701			170,748,389

Commitments and contingencies (note 15)

Subsequent events (note 24)                

Approved by the Board of Directors
“(signed) Riadh Zine”	Director	“(signed) Thomas Davies”	Director
The accompanying notes are an integral part of these consolidated financial statements.

( 4 )

Akumin Inc.

Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

(expressed in US dollars unless otherwise stated)
				Fifteen-month
	Year ended December 31, 2018 $			period ended December 31, 2017 $
Revenue
Service fees – net of allowances and discounts		152,012,831			102,217,457
Other revenue		2,769,236			3,255,971
		154,782,067			105,473,428
Expenses
Employee compensation		57,653,048			38,467,730
Reading fees		20,560,092			15,582,202
Rent and utilities		16,435,169			12,986,924
Third party services and professional fees		11,300,654			8,831,940
Administrative		8,767,662			5,776,156
Medical supplies and other		5,716,480			5,100,635
Depreciation and amortization (notes 5 and 6)		9,852,034			6,480,341
Stock-based compensation (notes 13 and 16)		5,702,395			3,242,224
Interest expense (notes 9, 10, 11 and 12)		5,979,035			5,375,865
Impairment of property and equipment (note 5)		642,681			600,890
Settlement costs (recoveries)		43,029			(191,500	)
Provisions		—			725,000
Acquisition related costs		2,425,577			4,256,271
Public offering costs		813,545			1,520,117
Financial instruments revaluation, unrealized foreign exchange loss and other (gains) losses (note 22)		2,843,262			2,943,621
		148,734,663			111,698,416
Income (loss) before income taxes		6,047,404			(6,224,988	)
Income tax provision (recovery) (note 14)		(1,526,534	)		123,561
Net income (loss) and comprehensive income (loss) for the period		7,573,938			(6,348,549	)
Non-controlling interests (note 23)		2,574,137			2,155,445
Net income (loss) attributable to common shareholders		4,999,801			(8,503,994	)
Net income (loss) per share (note 21)
Basic		0.09			(0.27	)
Diluted		0.08			(0.27	)

The accompanying notes are an integral part of these consolidated financial statements.

( 5 )

Akumin Inc.

Consolidated Statements of Changes in Equity 

(expressed in US dollars unless otherwise stated)
	Common shares $		Warrants $			Contributed surplus $			Deficit $			Non- controlling interest $			Total equity $
Balance as at September 30, 2016		11,004,683		475,180			713,560			(4,719,751	)		—			7,473,672
Acquisition of non-controlling interests (business combinations)		—		—			—			—			7,699,222			7,699,222
Net loss and comprehensive loss for the period		—		—			—			(8,503,994	)		2,155,445			(6,348,549	)
Issuance of common shares – net of issuance costs		24,925,041		—			1,750,000			—			—			26,675,041
RSUs and warrants exercised		38,441,229		(34,261,229	)		(3,500,000	)		—			—			680,000
Issuance of warrants		—		35,096,710			—			—			—			35,096,710
Stock-based compensation		—		—			3,242,224			—			—			3,242,224
Conversion of subordinated notes payable		9,400,951		—			—			—			—			9,400,951
Payment to non-controlling interests		—		—			—			—			(3,514,084	)		(3,514,084	)
Balance as at December 31, 2017		83,771,904		1,310,661			2,205,784			(13,223,745	)		6,340,583			80,405,187
Acquisition of non-controlling interests (note 13)		—		—			—			(18,416,229	)		(3,074,267	)		(21,490,496	)
Net income and comprehensive income		—		—			—			4,999,801			2,574,137			7,573,938
Issuance of common shares – net of issuance costs (note 13)
Acquisition consideration		3,709,588		—			—			—			—			3,709,588
Public offering		32,444,362		—			—			—			—			32,444,362
RSUs and warrants exercised (note 13)		3,820,569		(302,130	)		(2,819,803	)		—			—			698,636
Issuance of warrants (note 13)		—		734,379			—			—			—			734,379
Stock-based compensation expense		—		—			5,702,395			—			—			5,702,395
Payment to non-controlling interests (note 23)		—		—			—			—			(3,373,253	)		(3,373,253	)
Balance as at December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736

The accompanying notes are an integral part of these consolidated financial statements.

( 6 )

Akumin Inc.
Consolidated Statements of Cash Flows (Restated) 

(expressed in US dollars unless otherwise stated)
	Year ended December 31, 2018 $			Fifteen-month period ended December 31, 2017 $
	(restated –
	note 2)
Cash flows provided by (used in)
Operating activities
Net income (loss) for the period		7,573,938			(6,348,549	)
Adjustments for
Depreciation and amortization		9,852,034			6,480,341
Stock-based compensation (notes 13 and 16)		5,702,395			3,242,224
Impairment of property and equipment		642,681			600,890
Interest expense – accretion of debt		591,191			1,133,963
Deferred income tax recovery		(1,755,083	)		—
Financial instruments revaluation, unrealized foreign exchange loss and other (gains) losses		2,843,262			2,943,621
Changes in non-cash working capital
Accounts receivable		(15,523,343	)		(3,422,908	)
Prepaid expenses, security deposits and other assets		(1,048,918	)		173,245
Provisions		—			(1,932,360	)
Accounts payable and accrued liabilities		(2,459,457	)		2,902,315
		6,418,700			5,772,782
Investing activities
Property and equipment and intangible assets		(9,739,344	)		(5,183,928	)
Business acquisitions – net of cash acquired (note 3)		(35,310,993	)		(76,307,639	)
		(45,050,337	)		(81,491,567	)
Financing activities
Loan proceeds (note 10)		111,900,000			46,759,883
Loan repayments (notes 10 and 11)		(76,043,474	)		(1,538,510	)
Issuance costs – loans		(2,211,914	)		(3,033,591	)
Finance leases – net		(555,259	)		(509,248	)
Capital stock (note 13)
Special warrants		—			34,797,004
Common shares		35,698,637			11,176,600
Equity issuance costs		(1,821,260	)		(3,521,851	)
Acquisition of non-controlling interests		(17,780,909	)		—
Payment to non-controlling interests		(3,373,253	)		(3,514,084	)
		45,812,568			80,616,203
Increase in cash during the period		7,180,931			4,897,418
Cash – Beginning of period		12,145,481			7,248,063
Cash – End of period		19,326,412			12,145,481
Supplementary information
Interest expense paid		5,386,688			4,249,205
Income taxes paid		329,562			24,481

The accompanying notes are an integral part of these consolidated financial statements.

( 7 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

1 Presentation of consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Florida, Delaware, Pennsylvania, Texas, Illinois and Kansas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC, which provides maintenance services to Akumin’s imaging centres in Texas, Illinois and Kansas and a billing and revenue cycle management business, Rev Flo, Inc., whose operations were merged into Akumin’s wholly owned subsidiary, Akumin Corp. on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and the wholly owned subsidiaries of Akumin Holdings Corp., namely, Akumin Corp., Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed and Akumin FL, LLC (Akumin FL) (collectively, the Subsidiaries), all of which are located in the United States.

2 Summary of significant accounting policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The significant accounting policies described below have been applied consistently to all periods presented. Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal period.

During September 2017, the Company changed its reporting year-end from September 30 to December 31. As a result, during the transitional year, the consolidated financial statements were presented for the fifteen-month period ended December 31, 2017.

These consolidated financial statements were approved by the Board of Directors (the Board) and authorized for issue by the Board on November 13, 2019.

Basis of presentation

The consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

( 8 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Functional and reporting currency and foreign currency translation

The functional and reporting currency of the Company and the Subsidiaries is US dollars. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Non-monetary assets and liabilities are translated at rates prevailing at the dates of acquisition. Revenues and expenses are translated at the average rate of exchange in effect during the month the transaction occurred. All exchange gains and losses are recognized in the current year’s earnings.

Cash

Cash includes cash on hand and cash held with banks.

Property and equipment

Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining balance method, unless stated otherwise, as follows:

Medical equipment and equipment under finance leases	20%
Computer and office equipment	30%
Furniture and fittings	15%
Leasehold improvements	straight-line over
	term of lease

Expenditures for maintenance and repairs are charged to operations as incurred. Operating lease buyouts and significant upgrades are capitalized.

Intangible assets

The Company classifies intangible assets, obtained through acquisitions or developed internally, as definite lived. Intangible assets consist of software costs, trade name and covenants not to compete; these intangible assets are recorded at cost and are amortized over their estimated useful lives, using the declining balance method, unless stated otherwise, as follows:

Software costs and trade name	20%
Covenant not to compete	straight-line over
	term of contract

The Company reviews the appropriateness of the amortization period related to the definite lived intangible assets annually.

Goodwill

Goodwill is recognized as the fair value of the consideration transferred, less the fair value of the net identifiable assets acquired and liabilities assumed, as at the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (CGUs) that are expected to benefit from the synergies of the combination. The determination of CGUs and the level at which goodwill is monitored requires judgment by management. The Company’s CGUs generally represent individual business units below the level of the Company’s operating segment. Goodwill is tested annually for impairment as at October 1 by comparing the carrying value of the CGUs against the recoverable amount (higher of value in use and fair value less costs to sell).

( 9 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Impairment of long-lived assets

The Company assesses, at each reporting date, whether there is an indication that a long-lived asset may be impaired. If any indication exists, the Company estimates the recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other CGUs. The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use.

Fair value less costs to sell is the amount obtainable from the sale of an asset or CGU in an arm’s length transaction between knowledgeable, willing parties, less the costs to sell. Costs of disposal are incremental costs directly attributable to the disposal of an asset and income tax expense.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

If the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment charge is recognized immediately in the consolidated statements of net income (loss) and comprehensive income (loss) by the amount by which the carrying amount of the asset or CGU exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

Revenue recognition

The Company adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15), as at January 1, 2018, with full retrospective application. Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies.

( 10 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third party payers. The Company’s performance obligations are satisfied when services are rendered to the patient. Third party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. A provision for credit losses is also recorded in accordance with IFRS 9. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company. There was no material impact to other revenue as a result of adopting IFRS 15.

IFRS 15 applies a single model for recognizing revenue from contracts with customers. It requires revenue to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps:

i) identify the contract with a customer;

ii) identify the performance obligation in the contract;

iii) determine the transaction price;

iv) allocate the transaction price to the performance obligations in the contract; and

v) recognize revenue when (or as) the entity satisfies a performance obligation.

The principal change affecting the Company results from the presentation of variable consideration that under the accounting standard is included in the transaction price up to an amount that is probable that a significant reversal will not occur. The most common form of variable consideration the Company experiences relates to amounts for services provided that are ultimately not realizable from a payer. Under the previous standard, the Company’s estimate for unrealized amounts was recorded in expenses as a provision for credit losses. Under IFRS 15, the Company’s estimate for unrealizable amounts is recognized as an adjustment to the transaction price at the inception of the contract. The net impact of adoption of IFRS 15 for the fifteen months ended December 31, 2017 is a reduction in service fee revenue of $5,272,485 and a corresponding reduction in operating expenses of $5,272,485 with no impact to net income. Due to the nature of these adjustments, there was no impact to the opening retained earnings, consolidated balance sheets, consolidated statements of changes in equity or consolidated statements of cash flows.

( 11 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company has elected to use the following practical expedients in adopting IFRS 15:

i) the amount of consideration over the contract term has not been adjusted for the effects of a significant financing component, since at contract inception, the period between when the Company transfers a promised service to a customer and when the customer pays for that service will generally be one year or less; and

ii) incremental costs associated with obtaining a contract are recognized as an expense when incurred because the amortization period of the asset that the Company would have otherwise recognized is generally one year or less.

Earnings per share

Basic earnings per common share (EPS) is calculated by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting the net earnings available to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive instruments.

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Current income tax expense represents the amount of income taxes payable based on tax law that is enacted or substantively enacted at the reporting date, and is adjusted for changes in estimates of tax expense recognized in prior periods. A current tax liability or asset is recognized for income taxes payable, or paid but recoverable, in respect of all periods to date.

The Company uses the deferred tax method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the consolidated financial statements’ carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) in the period in which the enactment or substantive enactment occurs. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is more likely than not that future taxable income will be available to utilize such amounts. Deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is no longer probable that the related tax benefits will be realized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.

( 12 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Financial instruments

On January 1, 2018, the Company adopted IFRS 9, Financial Instruments (IFRS 9), retrospectively and has chosen to not restate comparative information in accordance with the transitional provisions in IFRS 9. IFRS 9 addresses the classification, measurement and recognition of financial assets and liabilities. It establishes three measurement categories for financial assets: amortized cost, fair value through profit or loss (FVTPL) and fair value through other comprehensive income (FVOCI). The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. A new expected credit losses model replaces the incurred loss impairment model previously used in IAS 39, Financial Instruments – Recognition and Measurement (IAS 39).

The classification of financial liabilities under IFRS 9 remains broadly the same as under IAS 39. Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL or the Company has opted to measure them at FVTPL.

The Company completed an assessment of its financial assets (cash, accounts receivable and derivative financial instruments) and financial liabilities (accounts payable and accrued liabilities, loans and finance leases) as at January 1, 2018. All financial assets or liabilities were classified at amortized cost under IAS 39 and IFRS 9, except for derivative financial instruments, which were classified at FVTPL under IAS 39 and IFRS 9. There has been no significant impact for the Company from the adoption of IFRS 9 on the carrying amounts of financial assets or liabilities as at January 1, 2018. Also, there was no material impact from the transition to IFRS 9 on the consolidated statements of net income (loss) and comprehensive income (loss).

a) Measurement of financial assets and liabilities

Financial assets and liabilities at amortized cost are initially recognized at fair value, and subsequently are carried at amortized cost less any impairment. Derivative financial instruments and earn-outs are initially recognized and subsequently measured at fair value.

b) Impairment of financial assets

IFRS 9 replaces the incurred loss model in IAS 39 with an expected credit loss (ECL) model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt instruments measured at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are generally recognized earlier than under IAS 39. On adoption of IFRS 9, the financial assets of the Company measured at amortized cost consisted of cash, accounts receivable and loans to related parties.

Under IFRS 9, expected credit losses are measured as follows:

· twelve-month ECL – ECLs that result from possible default events within twelve months after the reporting date; and

· lifetime ECLs – ECLs that result from all possible default events over the expected life of a financial instrument.

( 13 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company measures provision for credit losses at an amount equal to lifetime ECLs, except for the following, which are measured based on twelve-month ECLs:

· cash and loans to related parties for which the risk of default occurring over the expected life of the financial instrument has not increased significantly since initial recognition.

In applying the IFRS 9 impairment requirements, the Company has applied the general approach for cash and loans to related parties, while the Company has elected to measure provision for credit losses for accounts receivable at an amount equal to lifetime ECLs using the simplified approach.

In order to assess whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes information based on the Company’s historical experience and other forward-looking information. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

c) Measurement of ECLs

ECLs are a probability weighted estimate of provision for credit losses. Provision for credit losses is measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows the Company expects to receive. ECLs are discounted at the effective interest rate of the financial asset; however, due to the short-term nature of most of the Company’s financial assets measured at amortized cost, the time value of money is not expected to be significant in the calculation of the ECL.

d) Impact of the new impairment model

The Company has determined that the application of IFRS 9’s impairment requirements as at January 1, 2018 does not result in a significant change in the provision for credit losses recognized by the Company. For accounts receivable, the Company uses a provision matrix to determine the ECLs based on actual credit loss experience with consideration of forward-looking information including changes to economic conditions that would impact its customers.

The Company applied the general approach for loans to related parties, considering any significant increases in credit risk for such receivables since inception. In determining the ECLs for such receivables, the Company considered actual credit loss experience with consideration of forward-looking information including changes to economic conditions that would impact the payers.

( 14 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Leases

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all of the benefits and risks incidental to the ownership of property is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the fair value of the leased property as at the inception date or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statements of net income (loss) and comprehensive income (loss).

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Operating lease payments are recognized as an operating expense in the consolidated statements of net income (loss) and comprehensive income (loss) on a straight-line basis over the lease term.

Warrants

Financial instruments issued by the Company are classified as equity only to the extent they do not meet the definition of a financial liability or financial asset. The Company has issued warrants that are convertible into common stock; these warrants are classified as equity instruments.

Restricted share units

Restricted share units (RSUs) are issued in accordance with the Company’s RSU Plan, which entitles a holder of one RSU to receive one common share of the Company. RSUs are assigned a value based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board (note 13). For RSUs awarded to non-employees for equity issuance services, the value of the RSUs is classified as equity issuance costs on vesting of such RSUs. For RSUs awarded to non-employees for business services, the RSU expense would be recognized in the consolidated statements of net income (loss) and comprehensive income (loss) on vesting of such RSUs.

Stock-based compensation

The Company’s primary type of stock-based compensation consists of stock options, which are described in note 16. The Company uses the fair value method, which includes a volatility assumption, based on a peer group of companies. Each tranche of a share option award is considered a separate award with its own vesting period and recorded at fair value on the date of grant. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest by increasing contributed surplus. Any consideration paid by employees or directors on the exercise of stock options is credited to common stock and the related fair value of those stock options is transferred from the contributed surplus to common stock.

( 15 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Business combinations

The Company accounts for business combinations using the acquisition accounting method. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values as at the date of acquisition. Goodwill as at the acquisition date is measured as the excess of the aggregate of the consideration transferred and the amount of any non-controlling interests in the acquired company over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Any non-controlling interests in the acquired company are measured at the non-controlling interests’ proportionate share of the identifiable assets and liabilities of the acquired business. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of net income (loss) and comprehensive income (loss) in the period in which the adjustments were determined.

Changes in non-controlling interests

The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a reserve within equity attributable to owners of Akumin.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

Contingencies

Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or nonoccurrence of uncertain future events outside the Company’s control, or present obligations that are not recognized because it is not probable that an outflow of economic benefits would be required to settle the obligation or the amount cannot be measured reliably.

( 16 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Contingent liabilities are not recognized but are disclosed and described in note 15 to the consolidated financial statements, including an estimate of their potential financial effect and uncertainties relating to the amount or timing of any outflow, unless the possibility of settlement is remote. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, with assistance from its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

Use of estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

i) Accounts receivable and allowance for credit losses

Accounts receivable are recognized initially at fair value and are subsequently measured at amortized cost less loss allowances. During the year ended December 31, 2018, the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable. During the fifteen months ended December 31, 2017, the impairment for accounts receivable was recorded when there was an expectation that the Company would not be able to collect all amounts due of the receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

ii) Impairment of goodwill and long-lived assets

Management tests at least annually or more frequently if there are events or changes in circumstances to assess whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount from CGUs or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

( 17 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill and intangible assets with indefinite lives, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

iii) Income taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

iv) Business combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

v) Contractual allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government sponsored health-care programs and insurance companies for such services.

( 18 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Correction of error in statement of cash flows

Our consolidated statement of cash flows for the year ended December 31, 2018 has been restated to classify the cash flows associated with the acquisition of non-controlling interests as a financing cash flow. Previously, management had incorrectly presented such cash flows as an investing activity. The nature of the transaction which gave rise to these cash flows is described in note 13. Furthermore, this adjustment does not affect our previously reported consolidated balance sheet, statement of net income (loss) and comprehensive income (loss) or the statement of changes in equity.

The following table summarizes the effects of the restatement resulting from the correction of this error:

	2018 $			Change $			2018 $
	(as previously reported)						(restated)
Acquisition of non-controlling interests		(17,780,909	)		17,780,909			—
Total cash flows used in investing activities		(62,831,246	)		17,780,909			(45,050,337	)
Acquisition of non-controlling interests		—			(17,780,909	)		(17,780,909	)
Total cash flows from financing activities		63,593,477			(17,780,909	)		45,812,568

3 Business combinations

a) On April 5, 2018, the Company announced that, through a subsidiary, it had entered into a management agreement with the owners of four centres located in one of Akumin’s core geographic markets (the Managed Centres, and the period from April 5 to May 11, 2018, the Management Period). On May 11, 2018, the Company announced it had acquired, through a subsidiary (Akumin FL), certain assets of the Managed Centres in Florida (the Tampa Acquisition). The sellers were paid cash consideration of $50,000. The Company also assumed certain priority ranked accounts payable of $1,553,290 (including $727,826 related to working capital loans advanced from the Company to the Managed Centres during the Management Period) and a 6% third party subordinated note with a principal balance of $1.5 million (face value) and a term of four years. The principal balance of the third party loan is subject to an earn-out of up to an additional $4.0 million, subject to the satisfaction of certain revenue-based milestones (note 12). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		1,719,000
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,553,290

( 19 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	$
Non-current liabilities Subordinated note		1,490,932
Subordinated note – earn-out		160,790
		3,205,012
Net liabilities acquired		(1,486,012	)
Goodwill		1,536,012
Purchase price		50,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Tampa Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Tampa Acquisition contributed revenue of approximately $5.1 million and net income before tax of approximately $0.8 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $8.0 million in revenue and $1.2 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $157.6 million and $6.5 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

b) On August 15, 2018, the Company announced that, through a subsidiary, it had acquired 11 outpatient diagnostic imaging centres in the Tampa Bay Area (the Rose Acquisition) for a cash consideration of approximately $24.6 million, which was financed through the Syndicated Term Loan (note 10). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete. The fair value of the accounts receivable is approximately $1.3 million and it is net of expected credit losses of approximately 4%. Subsequent to the completion of the acquisition the Company, in accordance with the purchase agreement, prepared a working capital statement as of the closing date and determined a working capital asset of $323,983 due to the Company.

( 20 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	$
Assets acquired
Current assets
Cash		1,045,574
Accounts receivable		1,319,148
Prepaid expenses		74,582
		2,439,304
Non-current assets
Property and equipment		8,637,953
Intangible assets		1,330,000
		9,967,953
		12,407,257
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		2,211,319
Non-current liabilities
Wesley Chapel Loan (note 11)		1,908,456
Deferred tax liability (note 14)		1,755,083
		5,874,858
Net assets acquired		6,532,399
Goodwill		17,753,601
Purchase price		24,286,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on the Rose Acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Rose Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Rose Acquisition contributed revenue of approximately $9.1 million and income before tax of approximately $0.3 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition as though the business combination occurred at the beginning of fiscal 2018. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $23.9 million in revenue and $0.9 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $169.6 million and $6.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the business acquired in the Rose Acquisition.

( 21 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

c) On November 1, 2018, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Kissimmee, Florida for a cash consideration of approximately $1.2 million (Kissimmee Acquisition), which was partly financed through the Syndicated Line of Credit (note 10). In accordance with the transaction agreement, $250,000 of this purchase price (Holdback Fund) will be paid during 2019. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Security deposits		48,000
Property and equipment		282,500
		330,500
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		117,916
Net assets acquired		212,584
Goodwill		1,012,416
Purchase price		1,225,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Kissimmee Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Kissimmee Acquisition contributed revenue of approximately $1.1 million and income before tax of approximately $0.7 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $4.5 million in revenue and $1.3 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $158.2 million and $6.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

( 22 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

d) On November 9, 2018, the Company acquired four outpatient diagnostic imaging centres in Broward County, Florida for a cash consideration of approximately $12.1 million (Broward Acquisition), which included assumption of finance leases of approximately $1.3 million. It was partly financed through the Syndicated Line of Credit (note 10). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete.

	$
Assets acquired
Current assets
Prepaid expenses		53,100
Non-current assets
Property and equipment		2,662,363
Intangible assets		740,000
		3,455,463
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		863,871
Non-current liabilities
Finance leases		1,256,413
		2,120,284
Net assets acquired		1,335,179
Goodwill		9,460,388
Purchase price		10,795,567

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Broward Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Broward Acquisition contributed revenue of approximately $1.9 million and income before tax of approximately $0.2 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

( 23 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $13.3 million in revenue and $1.6 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $166.1 million and $7.4 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

e) On August 9, 2017, the Company, through a wholly owned subsidiary, completed the acquisition of 100% of the outstanding equity interest in Preferred Medical Imaging, LLC pursuant to the August 9, 2017 purchase agreement with Preferred Medical Holdings, LLC and other sellers. The total purchase price of approximately, $94 million comprised $74 million of cash consideration and 5,714,285 common shares of the Company (issued at $3.50 per share with a total value at closing of $20 million). The cash portion of the purchase price was funded through sale of subscription receipts for gross proceeds of approximately $33 million and additional long-term debt as described in notes 13(b)(i) and 10(ii), respectively. Subsequent to the completion of the acquisition the Company, in accordance with the purchase agreement, prepared a working capital statement as of the closing date and determined a working capital liability of $160,733 due to the sellers.

Acquisition related costs of $4.3 million were charged to the consolidated statements of net loss and comprehensive loss from the closing date to December 31, 2017. The revenue and profit of PMI from the closing date to December 31, 2017 are included in the operating results of the existing single business segment which the Company operates. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Current assets
Cash		5,108,096
Accounts receivable		3,774,554
Prepaid expenses and other		379,089
		9,261,739
Non-current assets
Property and equipment		19,399,006
Intangible assets		2,108,000
Security deposits		93,395
		21,600,401
		30,862,140

( 24 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	$
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		5,952,644
Non-current liabilities
Non-controlling interests		7,699,222
		13,651,866
Net assets acquired		17,210,274
Goodwill		76,950,459
Purchase price		94,160,733

This acquisition was an opportunity for the Company to increase its presence in new states. The goodwill assessed on acquisition, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. Goodwill is not amortized for accounting purposes, however, it is expected to be deductible for income tax purposes. The results of operations of the Texas Acquisition have been included in the Company’s consolidated statements of net loss and comprehensive loss from August 9, 2017. Since the acquisition date, the Texas Acquisition contributed revenue of approximately $27.3 million and income before tax and non-controlling interests of approximately $8.7 million to the Company’s consolidated results for the fifteen months ended December 31, 2017.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2017, this business combination would have contributed approximately $86.0 million in revenue and $27.6 million in income before tax and non-controlling interests for the fifteen months ended December 31, 2017, and consolidated pro forma revenue and income before tax and non-controlling interests for the same period would have been approximately $164.2 million and $12.6 million. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

f) On April 1, 2017, the Company, through a subsidiary, acquired the net assets of six imaging centres in Florida (the MID FL Acquisition) from Altamonte Springs Diagnostic Imaging Inc. for $9,000,000 ($6,000,000 in cash and $3,000,000 (face value, estimated fair value of $2,883,783) in 8.5% per annum unsecured subordinated convertible debenture (the MID FL Subordinated Note), with a term of three years). The MID FL Subordinated Note was to be automatically converted into common shares of the Company in the event the Company completed an initial public offering (IPO) during the term of the MID FL Subordinated Note. The price of such common shares on conversion of the MID FL Subordinated Note was to be at a 16.67% discount to the offering price in the IPO. The Company completed its IPO in December 2017 and the MID FL Subordinated Note was converted into common shares of the Company in December 2017 in accordance with these terms. The acquired tangible assets include property and equipment of $3,235,000. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows:

( 25 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	$
Property and equipment		3,235,000
Intangible assets		135,000
Accounts payable		(2	)
Net assets acquired		3,369,998
Goodwill		5,513,785
Purchase price		8,883,783

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the MID FL Acquisition have been included in the Company’s consolidated statements of net loss and comprehensive loss from the acquisition date. Since the acquisition date, the MID FL Acquisition contributed revenue of approximately $4.2 million and income before tax of approximately $0.5 million to the Company’s consolidated results for the fifteen months ended December 31, 2017.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2017, this business combination would have contributed approximately $7.1 million in revenue and $0.9 million in income before tax for the fifteen months ended December 31, 2017, and consolidated pro forma revenue and loss before tax for the same period would have been approximately $108.3 million and $8.0 million. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

g) On April 1, 2017, the Company, through a subsidiary, acquired the net assets of one imaging centre in Florida from Hatz, LLC, Imaging Teknix, LLC, and Physicians Imaging Center of Florida, LLC (the Sellers) and certain equipment from a lessor to one of the Sellers (the Hollywood Acquisition) for a $1,255,000 cash payment. The acquired tangible assets include property and equipment of $902,000. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows:

	$
Property and equipment	902,000
Accounts payable	(3,839	)
Net assets acquired	898,161
Goodwill	356,839
Purchase price	1,255,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Hollywood Acquisition have been included in the Company’s consolidated statements of net loss and comprehensive loss from the acquisition date. Since the acquisition date, the Hollywood Acquisition contributed revenue of approximately $2.0 million and income before tax of approximately $0.7 million to the Company’s consolidated results for the fifteen months ended December 31, 2017.

( 26 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2017, this business combination would have contributed approximately $3.4 million in revenue and $1.1 million in income before tax for the fifteen months ended December 31, 2017, and consolidated pro forma revenue and loss before tax for the same period would have been $106.8 million and $7.9 million. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

4 Accounts receivable

	2018 $	2017 $
Accounts receivable	38,284,265	17,521,104
Less: Allowance for credit losses	8,473,764	4,553,094
	29,810,501	12,968,010

The allowance for credit losses includes a provision for credit losses expense for the twelve months ended December 31, 2018 of $6,680,710 (fifteen months ended December 31, 2017 – $5,272,485). Additional information about accounts receivable and the allowance for credit losses is included in note 17.

( 27 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

5 Property and equipment

	Furniture and fittings $		Office equipment $		Leasehold improvements $		Medical equipment $			Equipment under finance leases $			Computer equipment $		Total $
Cost
Balance – September 30, 2016		340,286		167,059		2,683,813		15,890,840			5,153,012			71,958		24,306,968
Additions		193,148		19,038		47,515		4,651,753			2,580,268			14,207		7,505,929
Business acquisitions (note 3)		—		—		6,149,005		17,387,000			—			—		23,536,005
Disposals		—		—		—		—			(101,588	)		—		(101,588	)
Impairment		—		—		—		(885,740	)		(150,500	)		—		(1,036,240	)
Balance – December 31, 2017		533,434		186,097		8,880,333		37,043,853			7,481,192			86,165		54,211,074
Additions		143,920		2,140		518,516		8,977,339			924,625			23,161		10,589,701
Business acquisitions (note 3)		—		—		682,635		11,362,768			1,256,413			—		13,301,816
Disposals		—		—		—		(861,067	)		—			—		(861,067	)
Impairment		—		—		—		(963,335	)		—			—		(963,335	)
Balance – December 31, 2018		677,354		188,237		10,081,484		55,559,558			9,662,230			109,326		76,278,189
Accumulated depreciation
Balance – September 30, 2016		36,148		40,156		452,052		4,228,670			1,578,352			29,106		6,364,484
Depreciation		68,880		46,114		516,311		4,773,951			877,398			17,658		6,300,312
Disposals		—		—		—		—			(21,299	)		—		(21,299	)
Impairment		—		—		—		(414,224	)		(21,126	)		—		(435,350	)
Balance – December 31, 2017		105,028		86,270		968,363		8,588,397			2,413,325			46,764		12,208,147
Depreciation		71,790		31,017		847,374		7,120,289			1,065,782			15,831		9,152,083
Disposals		—		—		—		(328,975	)		—			—		(328,975	)
Impairment		—		—		—		(320,654	)		—			—		(320,654	)
Balance – December 31, 2018		176,818		117,287		1,815,737		15,059,057			3,479,107			62,595		20,710,601
Net book value
September 30, 2016		304,138		126,903		2,231,761		11,662,170			3,574,660			42,852		17,942,484
December 31, 2017		428,406		99,827		7,911,970		28,455,456			5,067,867			39,401		42,002,927
December 31, 2018		500,536		70,950		8,265,747		40,500,501			6,183,123			46,731		55,567,588

Depreciation expense for the twelve months ended December 31, 2018 was $9,152,083 (fifteen months ended December 31, 2017 – $6,300,312). During the twelve months ended December 31, 2018, the Company had net disposals of $532,092 (fifteen months ended December 31, 2017 – $80,289) and impairment of medical equipment and equipment under finance leases of $642,681 (fifteen months ended December 31, 2017 – $600,890). The recoverable amount of this non-operational equipment determined by management based on a consultation with a third party was $nil and the carrying value of this equipment was written off.

( 28 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

6 Intangible assets

	Covenants not to compete $		Software costs $		Trade name $		Total $
Cost
Balance – September 30, 2016		97,917		207,349		—		305,266
Business acquisitions (note 3)		320,000		—		1,923,000		2,243,000
Balance – December 31, 2017		417,917		207,349		1,923,000		2,548,266
Additions		—		34,506		—		34,506
Business acquisitions (note 3)		710,000		—		1,360,000		2,070,000
Balance – December 31, 2018		1,127,917		241,855		3,283,000		4,652,772
Accumulated amortization
Balance – September 30, 2016		52,846		51,350		—		104,196
Amortization		49,010		34,869		96,150		180,029
Balance – December 31, 2017		101,856		86,219		96,150		284,225
Amortization		199,235		28,282		472,434		699,951
Balance – December 31, 2018		301,091		114,501		568,584		984,176
Net book value
September 30, 2016		45,071		155,999		—		201,070
December 31, 2017		316,061		121,130		1,826,850		2,264,041
December 31, 2018		826,826		127,354		2,714,416		3,668,596

For the twelve months ended December 31, 2018, the Company identified no impairment indicators and hence, there was no impairment of intangible assets. Amortization expense for the twelve months ended December 31, 2018 was $699,951 (fifteen months ended December 31, 2017 – $180,029).

7 Goodwill

The carrying amounts of goodwill at the beginning and end of the current and previous periods are set out below.

	2018 $		2017 $
Balance – Beginning of period		100,777,451		17,956,368
Business acquisitions (note 3)		29,762,418		82,821,083
Balance – End of period		130,539,869		100,777,451

( 29 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The carrying amount of goodwill attributed to each CGU grouping was as follows:

	December 31, 2018 $		December 31, 2017 $
Florida		49,407,924		19,645,506
Northeast		3,569,801		3,569,801
Texas		70,823,623		70,823,623
Other		6,738,521		6,738,521
		130,539,869		100,777,451

The recoverable amount from CGUs was estimated based on an assessment of value-in-use. The methodology used to test impairment is classified as Level 3 per the fair value hierarchy described in note 17.

The value in use for a CGU or group of CGUs is determined by discounting five-year cash flow projections (cash flows beyond the five-year period are extrapolated using perpetuity growth rates). These projections reflect management’s expectations based on past experience and future estimates of operating performance. The discount rates are applied to the cash flow projections and are derived from the weighted average cost of capital for each CGU or group of CGUs.

In measuring the recoverable amounts for goodwill as at December 31, 2018, significant estimates include the perpetuity growth rates and weighted average cost of capital discount rates, which range from 1.5% to 2.5% and 8.0% to 9.0% (2017 – 1.5% to 2.5% and 8.0% to 9.0%), respectively. Our discount rates are based on market rates of return, debt to equity ratios, and certain risk premiums, among other things. The perpetuity growth rates are based on expected economic conditions and a general outlook for the industry.

An impairment charge is recognized to the extent that the carrying value exceeds the recoverable amount. No impairment charges have arisen as a result of the reviews performed as at October 1, 2018. Reasonably possible changes in key assumptions would not cause the recoverable amount of goodwill to fall below the carrying value. As there were no indicators of impairment for any of the CGUs, management has not updated any of the other impairment calculations as at December 31, 2018.

8 Accounts payable and accrued liabilities

The accounts payable and accrued liabilities are as follows:

	2018 $	2017 $
Accounts payable	14,895,780	9,946,550
Accrued other expenses	889,118	3,702,903
Accrued payroll expenses	1,080,579	929,085
	16,865,477	14,578,538

( 30 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

9 Finance lease obligations

	2018 $	2017 $
Finance lease obligations, bearing interest at rates from 3% to 8%, monthly blended principal and interest payments from approximately $1,000 to $40,000	4,177,015	2,590,998
Less: Current portion	851,183	528,895
	3,325,832	2,062,103

The minimum annual principal payments with respect to the finance lease obligations are as follows:

	Minimum future lease payments $		Future finance costs $			Present value of future lease obligations $
2019		1,071,500		(220,317	)		851,183
2020		1,021,107		(170,764	)		850,343
2021 and thereafter		2,708,651		(233,162	)		2,475,489
		4,801,258		(624,243	)		4,177,015

The finance lease obligations balance due later than five years as of December 31, 2018 is $279,891 and the related minimum future lease payments are $293,039. At the end of the term of the contract, most of the assets underlying the finance leases may be purchased for de minimis consideration.

10 Bank loans payable

The Syndicated Loans, Siemens & Compass (S&C) Loans and WSFS Note noted herein are collectively referred to as the Bank Loans. The Bank Loans and Wesley Chapel Loan (note 11) are collectively referred to as the Senior Loans.

i) Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the Syndicated Credit Agreement) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (Syndicated Term Loan) of $100,000,000 (face value) and a revolving credit facility of $30,000,000, of which $11,900,000 was utilized as at December 31, 2018 (the Syndicated Revolving Facility, and together with the Syndicated Term Loan, the Syndicated Loans). The Syndicated Loans can be increased by an additional $40,000,000 subject to certain conditions. The Company used $11,900,000 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition (described in note 3). The proceeds of the Syndicated Term Loan were used to completely settle the S&C Loans for $74,634,848, finance the Rose Acquisition (note 3) and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000,000, net of debt issuance costs of approximately $2.2 million. The fair value of the Syndicated Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

( 31 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	2018 $		2017 $
Syndicated Loans		109,872,412		—
Less: Current portion		2,500,000		—
		107,372,412		—

Subject to the provisions described below, the minimum annual principal payments with respect to the Syndicated Loans (face value) are as follows:

	$
2019	2,500,000
2020	5,000,000
2021	5,000,000
2022	5,000,000
2023	94,400,000
	111,900,000

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at December 31, 2018 represented an asset to the Company of $16,014. Changes in the fair value of this derivative are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). In light of entering into this derivative financial instrument contract, the Company decided to terminate the previous derivative financial instrument contract entered on November 9, 2017 (discussed below).

Effective November 9, 2017, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate S&C Loans. The derivative financial instrument was an interest rate cap rate of 2.5% (LIBOR) per annum on a notional amount of $37,500,000 at inception, which is 50% of the S&C Term Loan (as defined below). The termination date of this arrangement was October 31, 2019. The cost of this derivative financial instrument was $49,500. The Company did not designate this interest rate cap agreement as a cash flow hedge for accounting purposes. Changes in the fair value of this derivative were recognized in the consolidated statements of net income (loss) and comprehensive income (loss). As noted above, the Company terminated this derivative financial instrument contract on November 16, 2018. The Company received a cash payment of $74,900 from the counterparty and recognized a loss of $4,669 (note 22) in the consolidated statements of net income (loss) and comprehensive income (loss).

( 32 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Syndicated Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the Syndicated Credit Agreement):

Interest

The interest rates payable on the Syndicated Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the Syndicated Loans are currently classified as Eurodollar Rate Loans. The interest rate paid under the Syndicated Credit Agreement as at December 31, 2018 was approximately 5.6% per annum (December 31, 2017 – nil%). Interest rate sensitivity analysis with respect to the Syndicated Loans is described in note 17.

Payments

The minimum principal payment schedule for the Syndicated Loans is noted herein.

Termination

The termination date of the Syndicated Loans is the earliest of (i) August 15, 2023 and (ii) the date on which the Obligations become due and payable pursuant to the Syndicated Credit Agreement.

Restrictive covenants

In addition to certain covenants, the Syndicated Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

Financial covenants

The Syndicated Credit Agreement contains financial covenants including certain leverage ratios.

The Company is in compliance with the financial covenants and has no events of default under the Syndicated Credit Agreement as at December 31, 2018.

( 33 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Events of default

In addition to the above financial covenants, events of default under the Syndicated Credit Agreement include, among others, failure to pay principal of or interest on any Syndicated Loan when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the Syndicated Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the Syndicated Loans.

ii) Siemens & Compass Loans

As part of the acquisition of PMI in August 2017 (Texas Acquisition), the Company entered into a third amended and restated credit agreement dated August 9, 2017 (the S&C Credit Agreement) with Siemens as administrative agent and Compass Bank as co-lead arranger. Under the terms of the S&C Credit Agreement, the previous loan from Siemens increased by $2,000,000 to $27,740,117 (face value) and was assumed under this credit agreement and an additional term loan of $47,259,883 was advanced to the Company, resulting in $75,000,000 (face value) of the term loan (the S&C Term Loan) being outstanding. The net proceeds of the additional term loan were used to repay in full the previous revolving facility from Siemens of $2,500,000 and finance $44.7 million of the Texas Acquisition. The S&C Credit Agreement also made available to the Company a revolving facility of up to $5,000,000 (the S&C Revolving Facility, and together with the S&C Term Loan, the S&C Loans). Management determined the fair value of the S&C Term Loan to be its face value, net of debt issuance costs of approximately $3.0 million. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17. The S&C Loans had an amortized cost balance of $72,219,208 as at December 31, 2017 (face value – $75,000,000). The S&C Revolving Facility was unutilized during the twelve months ended December 31, 2018.

In accordance with the terms of the S&C Loans, the Company used part of the proceeds of the Syndicated Term Loan to completely settle the S&C Term Loan on August 15, 2018 for $74,634,848 (face value of $74,437,500 and accrued interest and related fees of $197,348). The Company also recorded a fair value loss of $2,426,873 on the extinguishment of the S&C Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

( 34 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

iii) WSFS Note

As part of the acquisition of 26 Delaware and Pennsylvania imaging centres in April 2016, the Company entered into a secured 5% promissory note with WSFS Bank on April 21, 2016 (the WSFS Note). The WSFS Note with a face value of $2,000,000 was recognized at fair value on April 21, 2016 using an effective interest rate. The total estimated fair value of the WSFS Note was $1,817,372 as at April 21, 2016. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17). A principal payment of $1,000,000 was made on October 31, 2017 in accordance with the terms of the WSFS Note. The WSFS Note had an amortized cost balance of $954,458 as at December 31, 2017 (face value – $1,000,000).

In accordance with the terms of the WSFS Note, the Company completely settled this loan on April 30, 2018 with a cash payment of $1,000,000.

11 Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan, and collectively with the Bank Loans, the Senior Loans) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

	2018 $		2017 $
Wesley Chapel Loan		1,796,186		—
Less: Current portion		367,167		—
		1,429,019		—

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
2019	367,167
2020	385,952
2021	405,698
2022	426,454
2023	296,356
	1,881,627

( 35 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Wesley Chapel Loan provides for the following terms:

Interest

5.0%.

Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

Termination

August 15, 2023.

Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

Financial covenants

None.

Events of default

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

The Company has no events of default under the Wesley Chapel Loan as at December 31, 2018.

Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

( 36 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

12 Subordinated notes payable

	2018 $	2017 $
Subordinated note	1,492,233	—
Subordinated note – earn-out	169,642	—
	1,661,875	—

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17). According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount annually on each anniversary of the Subordinated Note agreement.

The principal balance of the Subordinated Note is subject to increase by an earn-out (Subordinated Note – Earn-out) of up to an additional $4.0 million during the three calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 17). The Subordinated Note – Earn-out was revalued at $169,642 as at December 31, 2018 and the change in fair value was recognized in financial instruments revaluation in the consolidated statements of net income (loss) and comprehensive income (loss). As at December 31, 2018, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

( 37 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Payments and termination

Under the Subordinated Note, the principal amount of $1,500,000 and accrued but unpaid interest is due in full on May 11, 2022 (the Maturity Date). Prior to the Maturity Date, the Company may repay, without penalty, all or any portion of the Subordinated Note, including the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note include failure to pay principal balance or interest when due, defaults in complying with terms of the Subordinated Note, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare all amounts borrowed (and any Subordinated Note – Earn-out, once earned), together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note as at December 31, 2018.

( 38 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

13 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount $		Number			Amount $			Number			Amount $			Number		Amount $
September 30, 2016		24,914,271		11,004,683		1,711,565			475,180			—			—			26,625,836		11,479,863
Issuance (i)		10,978,024		24,925,041		10,785,615			35,096,710			2,611,316			3,969,967			24,374,955		63,991,718
RSUs and warrants exercised		12,300,773		38,441,229		(11,300,773	)		(34,261,229	)		(1,000,000	)		(3,500,000	)		—		680,000
Conversion of subordinated notes		3,223,255		9,400,951		—			—			—			—			3,223,255		9,400,951
December 31, 2017		51,416,323		83,771,904		1,196,407			1,310,661			1,611,316			469,967			54,224,046		85,552,532
Issuance (i)		9,677,397		36,153,950		525,000			734,379			315,000			5,020,983			10,517,397		41,909,312
RSUs and warrants exercised		1,277,555		3,820,569		(471,895	)		(302,130	)		(805,660	)		(2,819,803	)		—		698,636
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443		128,160,480

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the consolidated financial statements.

( 39 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

During the fifteen months ended December 31, 2017, the following equity issuances occurred at the Company:

a) During the nine months ended June 30, 2017, the Company issued $10.5 million in common shares and warrants and incurred issuance costs of approximately $1.1 million. This equity issuance included 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expire on March 10 and 17, 2019. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $0.996 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of 80%; remaining life of two years; price per common share on grant of warrants of $2.30; expected dividend yield of zero; and annual risk-free interest rate of 0.84%.

b) During the three months ended September 30, 2017, the following equity issuances occurred at the Company:

i) In order to partly finance the Texas Acquisition, the Company undertook: (i) a subscription receipts offering, which generated gross proceeds of approximately $33 million (9,407,223 special warrants were issued on the automatic conversion of 9,407,223 subscription receipts into special warrants in accordance with the subscription receipt agreement; a total of 512,004 broker warrants were issued to the agents in connection therewith); and (ii) $20 million in equity was issued (5,714,285 common shares at $3.50 per share) to certain sellers in connection with the Texas Acquisition. Each special warrant was exercised to acquire one common share on December 1, 2017.

Special warrants were issued on automatic conversion of such subscription receipts in accordance with the subscription receipts agreement. Such special warrants were classified as part of the Company’s equity. They were converted into common shares of the Company in accordance with the terms of the agreement in December 2017. On conversion into common shares, the amount of special warrants was transferred to the common share account of the Company’s equity. The associated broker warrants issued as part of the subscription receipts offering are assigned an estimated value using the Black-Scholes option pricing model and netted against the value of special warrants. They are transferred to common shares on exercise of such broker warrants.

Each of the 512,004 broker warrants is exercisable to acquire one common share of the Company, at an exercise price of $3.50 per common share, until August 8, 2019. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.523 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of 80%; remaining life of two years; expected dividend yield of zero; and annual risk-free interest rate of 1.24%.

The Company incurred equity issuance costs of approximately $2.2 million in connection with this offering.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

ii) On August 9, 2017, the Company issued 500,000 restricted stock units to an agent that has worked with the Company with respect to its private placement offerings and 500,000 restricted stock units to the President and Chief Executive Officer of the Company, each pursuant to a restricted share unit plan adopted by the Company on March 8, 2017 and approved at the annual and special meeting of shareholders of the Company held on March 20, 2017. On August 9, 2017, the total of 1,000,000 restricted share units vested and were exercised in accordance with the restricted share unit plan on the Texas Acquisition, resulting in the issuance of 1,000,000 common shares. The value of 500,000 RSUs ($1,750,000) awarded to the President and Chief Executive Officer of the Company was classified as stock-based compensation cost during the three months ended September 30, 2017. The value of the 500,000 RSUs ($1,750,000) awarded to the agent was classified as equity issuance cost on vesting of these RSUs during the three months ended September 30, 2017.

iii) The Company had 1,360,000 warrants expiring on August 12, 2017, that allowed warrant holders to purchase common shares on a 1:1 basis at an exercise price of $0.50 per common share. These warrants were exercised into common shares prior to expiry.

c) During the three months ended December 31, 2017, the following equity issuances occurred at the Company:

i) The Company issued another tranche of 533,550 special warrants on November 15, 2017 for gross proceeds of $1,867,425, along with 32,013 broker warrants. Each special warrant was exercised to acquire one common share on December 1, 2017. Also, each broker warrant is exercisable to acquire one common share of the Company, at an exercise price of $3.50 per broker warrant until November 15, 2019. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.527 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of 80%; remaining life of two years; expected dividend yield of zero; and annual risk-free interest rate of 1.44%.

ii) On November 14, 2017, the Board authorized issuance of 1,841,316 RSUs to certain employees of the Company and the Board. 1,611,316 of these RSUs were granted on November 15, 2017 and 230,000 RSUs were granted on January 1, 2018. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are assigned a value based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board. The RSUs granted on November 15, 2017 were assigned a value of $3.50 per RSU. The Company recorded stock-based compensation expense for these RSUs of $469,967.

( 41 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

During the twelve months ended December 31, 2018, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2018, the following equity issuances occurred at the Company:

As previously noted, 230,000 RSUs were granted to certain employees of the Company on January 1, 2018. Subsequently, on March 1, 2018, the Board authorized issuance of 35,000 RSUs on March 1, 2018 and 50,000 RSUs on March 12, 2018 to certain employees of the Company. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are valued based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board.

b) During the three months ended June 30, 2018, the following equity issuances occurred at the Company:

i) The Company had 238,859 warrants that were due to expire on April 21, 2018 and 112,706 warrants that were due to expire on May 31, 2018. These warrants allowed warrant holders to purchase common shares of the Company on a 1:1 basis at an exercise price of $1.20 per common share of the Company. These warrants were exercised into common shares prior to expiry.

ii) On May 2, 2018, the Company completed a bought deal offering of its common shares by way of short form prospectus sale in each of the provinces of Canada, other than Quebec. A total of 8,750,000 common shares of the Company were sold at a price of $4.00 per common share, for gross proceeds of $35,000,000 (the Offering). The related issuance costs were approximately $1.8 million, which were deducted from common equity. The Offering was underwritten by a syndicate of underwriters (the Underwriters). The Underwriters were granted 525,000 broker warrants (Broker Warrants) in connection with the Offering, each such Broker Warrant entitling the holder to acquire one common share of the Company at a price of $4.00 per common share for a 24-month period following the closing of the Offering. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.3988 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of approximately 62%; remaining life of two years; price per common share on grant of warrants of $4.00; expected dividend yield of zero; and annual risk free interest rate of 1.93%.

iii) On May 24, 2018, the Company announced that PMI completed its previously announced acquisitions of all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres (the Acquisitions). The Acquisitions related to certain operations carried on in Austin, Fort Worth, Frisco, Grapevine/Colleyville, Irving, Plano and Round Rock. The aggregate consideration paid for the Acquisitions was approximately $21.6 million, comprised of an aggregate cash payment of approximately $17.9 million and the issuance of approximately $3.7 million in common shares of the Company (927,397 shares at $4.00 per share). The cash consideration included approximately $0.2 million paid to a non-wholly owned subsidiary, Preferred Imaging of Tarrant County, LLC, that was consolidated in the Company’s results.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

c) During the three months ended September 30, 2018, the following equity issuances occurred at the Company:

During March 2017, the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares.

d) During the three months ended December 31, 2018, the following equity issuances occurred at the Company:

As previously noted, the Board had granted 1,611,316 RSUs to certain employees of the Company and members of the Board on November 15, 2017. In accordance with the terms of the RSU Plan, 50% of these RSUs vested and were exercised on November 15, 2018. Accordingly, 805,660 common shares were issued by the Company on November 15, 2018.

The stock-based compensation related to RSUs, recognized in the consolidated statements of net income (loss) and comprehensive income (loss) for the twelve months ended December 31, 2018, was $5,020,983 (2017 – $2,219,967). The stock-based compensation related to stock options is noted in note 16.

14 Income taxes

a) Numerical reconciliation of income tax expense

The reconciliation of income tax recovery computed at the Canadian federal statutory rate to income tax expense is as follows:

	2018 $			2017 $
Income (loss) attributable to common shareholders before income taxes		3,473,267			(8,380,433	)
Expense (recovery) of income taxes at the Canadian tax rate of 26.5% (2017 – 26.5%)		920,416			(2,220,815	)
Increase (decrease) in income taxes resulting from Stock-based compensation		1,511,135			859,189
Difference in US tax rates		(220,389	)		(412,995	)
Other		854,127			902,879
Unrecognized tax benefit (UTB)		(4,591,823	)		995,303
Income taxes		(1,526,534	)		123,561

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The Company’s effective tax rate for the year ended December 31, 2018 was -43.95% (2017 – (1.47%)). The tax rate is affected by recurring items, such as tax rates in the United States and the relative amounts of income earned in this jurisdiction, which management expects to be fairly consistent in the near term. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. The following items had the most significant impact on the difference between the statutory rate of 26.5% (2017 – 26.5%) and the effective tax rate for 2018:

i) a $4,591,823 (-132.20%) (2017 – $995,303 (-11.88%)) decrease resulting from the unrecognized tax benefit;

ii) a $1,511,135 (43.51%) (2017 – $859,189 (-10.25%)) increase resulting from the stock-based
compensation (note 16); and

iii) a $220,389 (-6.35%) (2017 – $412,995 (4.93%)) decrease resulting from tax rate differences between Canada and the United States.

b) Deferred tax assets/liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company’s net deferred income tax asset are as follows:

	2018 $			2017 $
Tax losses		5,990,060			3,597,748
Fair value adjustment of bank loans		(474,755	)		—
Property and equipment		(7,206,158	)		(2,905,108	)
		(1,690,853	)		692,640
Other
Reserves		1,952,116			1,177,015
Intangible assets and goodwill		(495,277	)		341,106
Deferred financing costs		2,027,326			1,935,890
Charitable contribution		2,801			3,567
Total deferred tax assets		1,796,113			4,150,218
Unrecognized tax benefit (UTB)		(1,796,113	)		(4,150,218	)
Net deferred tax assets		—			—

( 44 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Movements in deferred tax assets are as follows:

	Tax losses $			Bank loans $			Property and equipment $			Other $			Total $
Balance – September 30, 2016		3,358,869			(1,459,852	)		(1,686,827	)		1,556,959			1,769,149
(Charged) credited to Profit or loss		—			—			—			—			—
Equity		238,879			1,459,852			(1,218,281	)		1,900,619			2,381,069
Balance – December 31, 2017		3,597,748			—			(2,905,108	)		3,457,578			4,150,218
As at December 31, 2017 – UTB		(3,597,748	)		—			2,905,108			(3,457,578	)		(4,150,218	)
Net deferred tax assets		—			—			—			—			—
Balance – December 31,2018		5,990,060			(474,755	)		(7,206,158	)		3,486,966			1,796,113
As at December 31, 2018 – UTB		(5,990,060	)		474,755			7,206,158			(3,486,966	)		(1,796,113	)
Net deferred tax assets		—			—			—			—			—

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Based on management’s assessment of the future profitability of the Company, as at December 31, 2018, an unrecognized tax benefit of $1,796,113 (2017 – $4,150,218) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased.

c) Tax losses

The Company has operating loss carry-forwards of $24,436,645 (2017 – $13,892,891), which begin to expire in 2035. Of these loss-carryforwards, the 2018 addition of $8,486,271 does not expire, but is subject to utilization restrictions.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

15 Commitments and contingencies

The Company is involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

As at December 31, 2018, the Company’s future obligations for minimum annual payments under operating leases for equipment and facilities for the next five years and thereafter are as follows:

	Equipment leases $		Facilities leases $		Total $
2019		1,390,768		12,488,530		13,879,298
2020		884,976		12,218,525		13,103,501
2021		664,877		12,173,724		12,838,601
2022		295,379		12,331,180		12,626,559
2023		5,846		12,090,937		12,096,783
Thereafter		—		99,183,902		99,183,902
		3,241,846		160,486,798		163,728,644

The Company’s operating leases are primarily for its outpatient diagnostic imaging centres and have varying terms, escalation clauses and renewal rights. The lease terms range from one to twenty-five years. Rent expense for the twelve months ended December 31, 2018 was approximately $11.3 million (fifteen months ended December 31, 2017 – $9.4 million).

16 Stock-based compensation – options

The Company operates an equity-settled, stock options based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee services. The plan is open to directors and certain employees of the Company. The fair value of the grant of options is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted. The total expense is recognized over the vesting period, which is the period over which all of the service vesting conditions are to be satisfied. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s option plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are outstanding from time to time. As at December 31, 2018, this represented 6,237,127 (December 31, 2017 – 5,141,632) common shares.

The Company commenced granting stock options on March 15, 2016, with an initial grant of 2,025,268 options to purchase common shares on a 1:1 basis, which represented 10% of the total outstanding shares of the Company as at September 30, 2015. The exercise price for these options was $0.50 per share. These options will vest over a three-year period from the date of issue (34%, 33%, and 33% per year, respectively). The options have an expiry date ten years from the date of issue. The Company granted no stock options during 2017.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	2018				2017
	Number of stock options		Weighted average exercise price $		Number of stock options		Weighted average exercise price $
Outstanding – Beginning of period		2,025,268		0.50		2,025,268		0.50
Granted		2,188,000		3.74		—		—
Outstanding – End of period		4,213,268		2.18		2,025,268		0.50

During the twelve months ended December 31, 2018, the Company granted 2,188,000 stock options on November 16, 2018, to purchase common shares on a 1:1 basis with an exercise price of $3.74 per share. The aggregate fair value of the stock options granted during 2018 was determined to be $3,211,765 (2017 – $nil). These options will vest over a three-year period from the date of issue (34%, 33% and 33% per year, respectively) and have an expiry date of seven years from the date of issue.

The weighted average contractual life of the outstanding options as at December 31, 2018 was 7.04 years (December 31, 2017 – 8.21 years). The total number of stock options exercisable as at December 31, 2018 was 1,356,929 (December 31, 2017 – 688,591). The total fair value of stock options that vested during the twelve months ended December 31, 2018 was $706,866 (fifteen months ended December 31, 2017 – $728,287).

The fair value of the stock options granted during the twelve months ended December 31, 2018 was estimated to be $1.4679 per option using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of 33%; remaining life of seven years; expected dividend yield of nil; and an annual risk free interest rate of 2.33%. During the twelve months ended December 31, 2018, the Company recorded a total stock-based options compensation expense of approximately $681,412 (fifteen months ended December 31, 2017 – $1,022,257). The total compensation cost related to unvested options awards not yet recognized is approximately $2,936,556 (fifteen months ended December 31, 2017 – $406,203) and will be recognized over a remaining vesting period of 2.88 years (fifteen months ended December 31, 2017 –

1.21 years).

17 Risk management arising from financial instruments

In the normal course of business, the Company is exposed to risks that can affect its operating performance. These risks, and the actions taken to manage them, are as follows:

Fair value

The carrying value of cash, accounts receivable and accounts payable and accrued liabilities approximates their fair value given their short-term nature.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The carrying value of the non-current portion of finance leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. The estimated fair values of other non-current assets and liabilities were as follows:

	2018 $			2017 $
Loans to related parties		495,000			—
Bank Loans payable		110,244,000			75,025,000
Wesley Chapel Loan payable		1,823,000			—
Subordinated notes payable		1,476,000			—
Subordinated notes – earn-out		169,642			—
Derivative financial instruments		(16,014	)		(21,619	)
		113,696,628			75,003,381

Financial instruments recorded at fair value on the consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

· Level 1

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. For securities, the valuations are based on quoted prices of the securities that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required. As at December 31, 2018, the Company did not have any financial assets or liabilities subsequently measured at fair value under the Level 1 category.

· Level 2

Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The estimated fair value of the liabilities that are recognized at fair value, and subsequently measured at amortized cost, are determined using Level 2 inputs primarily related to comparable market prices. As at December 31, 2018, the derivative financial instruments were measured at fair value under the Level 2 category on recognition. The derivative financial instruments are subsequently remeasured at fair value under the Level 2 category.

· Level 3

Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

The loans to related parties, the Syndicated Loans, S&C Loans, WSFS Note, Wesley Chapel Loan, Subordinated Notes and Subordinated Notes – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out is subsequently remeasured at fair value under the Level 3 category. The key inputs used to determine fair value for the loans include market rates of interest and for earnouts, discounted cash flows.

There were no significant transfers between levels during the twelve months ended December 31, 2018 and the fifteen months ended December 31, 2017.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	2018 $			2017 $
Cash		19,326,412			12,145,481
Accounts receivable		29,810,501			12,968,010
Loans to related parties		500,000			—
Financial assets measured at amortized cost		49,636,913			25,113,491
Accounts payable and accrued liabilities		16,865,477			14,578,538
Short-term portion of Senior Loans payable		2,867,167			3,016,958
Short-term portion of finance leases		851,183			528,895
Long-term portion of Senior Loans payable		108,801,431			70,156,708
Long-term portion of finance leases		3,325,832			2,062,103
Subordinated Notes payable		1,492,233			—
Financial liabilities measured at amortized cost		134,203,323			90,343,202
Subordinated Notes – earn-out		169,642			—
Derivative financial instruments		(16,014	)		(21,619	)
Measured at fair value through profit or loss		153,628			(21,619	)

Credit risk

Credit risk arises from the potential a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. The Company grants credit to its customers in the normal course of business. The consolidated financial statements take into account an allowance for bad debts. The Company is exposed to credit risk from its customers but the concentration of the risk is minimized because of the large customer base and its dispersion across different payers. During the year, the Company may have deposits with financial institutions that exceed Federal Deposit Insurance Corporation limits. As at December 31, 2018, the Company had cash of $19,326,412 (2017 – $12,145,481) and accounts receivable of $29,810,501 (2017 – $12,968,010). Collectibility of the receivables is reviewed regularly and an allowance based on lifetime expected credit losses is established as necessary. Current economic conditions and historical collection experience are considered when determining whether to make an allowance. The same factors are considered when determining whether to write off amounts charged to the allowance for credit losses. The aging of these receivables, net of allowances, is as follows:

( 49 )

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

	2018 $		2017 $
Accounts receivable
0 – 90 days		11,940,989		7,202,693
91 – 180 days		6,722,767		2,710,187
More than 180 days		11,146,745		3,055,130
		29,810,501		12,968,010

The activity of the allowance for credit losses for the period is as follows:

	2018 $			2017 $
Allowance – Beginning of period		4,553,094			1,843,657
Provision for credit losses for the period		6,680,710			5,272,485
Writeoffs		(2,760,040	)		(2,563,048	)
Allowance – End of period		8,473,764			4,553,094

Liquidity risk

Liquidity risk is the risk the Company may encounter difficulty in raising funds to meet its financial commitments. The Company is exposed to liquidity risk mainly with respect to the Bank Loans. The Company ensures there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. In the normal course of business, the Company may enter into foreign exchange contracts with financial institutions to hedge the value of foreign currency denominated assets. Gains and losses arising from these contracts offset the losses and gains from the underlying hedged transactions. As at December 31, 2018 and December 31, 2017, the Company did not enter into any foreign exchange contracts that would expose the Company to currency risk.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Changes in lending rates can cause fluctuations in interest payments and cash flows. The Company does not use derivative financial instruments to alter the effects of this risk, except as noted below. The Company is partly financed through bank loans, which bear interest at rates tied to the one-month LIBOR.

As noted in note 10, effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of $50,000,000, representing 50% of the face value of the $100,000,000 Syndicated Term Loan.

Variable interest rates on the Company’s debts are as follows:

Syndicated Loans one-month LIBOR plus Applicable Rate

The following table shows the Company’s exposure to interest rate risk and the effects on comprehensive income for the twelve months ended December 31, 2018 and the fifteen months ended December 31, 2017 of a 1% increase or decrease in the variable interest rates.

					2018
	Carrying value $		1% decrease in interest rates $		1% increase in interest rates $
Syndicated Loans (originated in August 2018)		109,872,412		426,140		(426,140	)
S&C Loans (n/a as extinguished in August 2018)		—		—		—
		109,872,412		426,140		(426,140	)

					2017
	Carrying value $		1% decrease in interest rates $		1% increase in interest rates $
S&C Loans (originated in August 2017)		72,219,208		295,890		(285,867	)
Siemens loans (n/a as extinguished in August 2017)		—		—		—
		72,219,208		295,890		(285,867	)

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

18 Capital management

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus, Senior Loans, finance leases. Subordinated Notes and Subordinated Notes – Earn-out.

The Company’s primary uses of capital are to finance operations and acquisitions, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders.

The Company is required to meet financial covenants as outlined in note 10.

19 Related party transactions

Compensation of key management personnel and directors

The Company transacts with key individuals including directors and management who have authority and responsibility to plan, direct, and control the activities of the Company. Key management personnel are defined as the executive officers of the Company and the Board, including President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary, Senior Vice President, Clinical Development and Senior Vice President, Operations.

Remuneration to key management and directors was as follows:

	2018 $		2017 $
Salaries, bonuses and director fees		3,130,051		1,300,617
Stock-based compensation		5,084,802		3,213,284
Other benefits		61,559		21,985
		8,276,412		4,535,886

On February 8, 2018, Akumin Corp. entered into a contract with the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary (collectively, the Pledgors) to loan an aggregate of $500,000 in connection with the purchase by such Pledgors of a total of 142,857 common shares of the Company from certain selling security holders of PMI, pursuant to the terms of a put and call option agreement made as of August 9, 2017 between Z Strategies Inc., a company controlled by the President and Chief Executive Officer, and certain selling security holders of PMI. The loan bears interest at 6% per annum and will be payable on maturity at February 8, 2021. The Pledgors have granted to Akumin Corp. a security interest in the common shares of the Company purchased thereunder.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

20 New accounting standards

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

IFRS 16, Leases

In January 2016, the IASB released IFRS 16, Leases, replacing IAS 17, Leases, and related interpretations. The new standard eliminates the classification of leases as either operating or finance leases and requires the recognition of assets and liabilities for all leases, unless the lease term is twelve months or less or the underlying asset has a low value. Application of the standard is mandatory for annual reporting periods beginning on or after January 1, 2019, with early adoption permitted. The IFRS 16 transition requirements provide the option of adopting a full retrospective approach or a modified retrospective approach with optional practical expedients available. The Company has performed preliminary analysis as part of its assessment of IFRS 16 transition approaches, and intends to adopt the standard on a modified retrospective basis. The Company continues to finalize its approach on the use of the optional practical expedients.

The Company expects the adoption of IFRS 16 will have a material impact on its consolidated financial statements, given its current operating lease commitments (note 15). New assets and liabilities will be recognized on the consolidated balance sheets for the Company’s operating leases. On the consolidated statements of net income (loss) and comprehensive income (loss), the Company will replace the current lease expense with depreciation for right-of-use assets and finance expense on lease liabilities. There will be no change to the amount of cash flows as part of the underlying leases.

The Company continues to evaluate the impact of the standard on its consolidated financial statements.

IFRIC 23, Uncertainty over Income Tax Treatments

In June 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments, with a mandatory effective date of January 1, 2019. The interpretations provide guidance on how to value uncertain income tax positions based on the probability of whether the relevant tax authorities will accept the Company’s tax treatments. A company is to assume that a taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. IFRIC 23 is to be applied by recognizing the cumulative effect of initially applying these guidelines in opening retained earnings without adjusting comparative information. The Company believes that it is reasonable that there are no uncertain tax positions required to be reported on IRS Form UTP, Uncertain Tax Positions Statement, on its consolidated financial statements. The Company will continue to evaluate the impact and application of this standard. (expressed in US dollars unless otherwise stated)

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

21 Basic and diluted income (loss) per share

	2018 $		2017 $
Net income (loss) attributable to common shareholders		4,999,801		(8,503,994	)
Weighted average common shares outstanding
Basic		58,198,966		31,784,608
Diluted		59,306,094		31,784,608
Net income (loss) per share
Basic		0.09		(0.27	)
Diluted		0.08		(0.27	)

22 Financial instruments revaluation, unrealized foreign exchange (loss) and other gains (losses)

	2018 $			2017 $
Loss on debt revaluation (note 10)		(2,426,873	)		(3,017,495	)
Unrealized foreign exchange loss		—			(113,207	)
Gain on revaluation of derivatives (note 10)		69,295			21,619
Loss on disposal of property and equipment		(532,092	)		(20,289	)
Other gains		46,408			185,751
		(2,843,262	)		(2,943,621	)

23 Non-controlling interests

As part of the Texas Acquisition, certain of PMI’s subsidiaries acquired were non-wholly owned. As a result of operating agreements with each of the following non-wholly owned entities, the Company is deemed to have control over these entities under IFRS and thus 100% of their financial results are included in the Company’s consolidated financial results.

The Company holds effective ownership interests in the following entities:

	Ownership interest
Entity		2018 %	2017 %
Phoenix Imaging, LLC		60	60
Preferred Imaging of Amarillo, LLC		57	55
Preferred Imaging of Austin, LLC		100	68
Preferred Imaging of Fort Worth, LLC		100	39
Preferred Imaging of Frisco, LLC		100	51
Preferred Imaging of Grapevine/Colleyville, LP		100	31
Preferred Imaging of Irving, LLC		100	51
Preferred Imaging of Tarrant County, LLC		55	55
Preferred Imaging of Plano Parkway, LLC		100	28
Round Rock Imaging, Ltd.		100	57
Toggle, LLC		100	95

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

In May 2018, the Company purchased the non-controlling interests in seven Texas-based diagnostic imaging companies (note 13). During June 2018, (i) the Company purchased the non-controlling interests in Toggle, LLC, a transcription company, for de minimis consideration, and (ii) Preferred Imaging of Tarrant County, LLC, a holding company, distributed its assets to its shareholders and is in the process of being dissolved.

The following table summarizes the aggregate financial information for the above-noted entities with non-controlling interests, including fair value adjustments at acquisition but excluding intercompany eliminations, as at December 31, 2018 and December 31, 2017. Income statement items include revenue and net income for each of the above-noted entities up until the date the Company purchased all non-controlling interests, if applicable.

	2018 $		2017 $
Cash		745,675		2,183,901
Accounts receivable		1,358,165		1,538,997
Prepaid expenses		25,622		6,404
Security deposits and other assets		7,555		51,810
Property and equipment		4,401,279		11,704,666
Intangible assets and goodwill		8,358,371		15,638,242
Accounts payable and other liabilities		738,916		2,531,984
Equity attributable to shareholders of Akumin Inc.		11,690,552		22,251,451
Non-controlling interests		2,467,200		6,340,583
Revenue		22,142,570		15,666,822
Net income attributable to common shareholders of Akumin Inc.		3,222,109		1,935,295
Net income attributable to non-controlling interests		2,574,137		2,155,445

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

24 Subsequent events

a) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) As previously noted, the Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. While 50% of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan, only 25,000 of these vested RSUs have currently been exercised. Accordingly, 25,000 common shares were issued by the Company on March 18, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019. In accordance with the terms of the RSU Plan, 50% of the above-noted 315,000 RSUs will vest between January 1 and March 12, 2020. Twenty-five thousand RSUs from these unvested RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan.

c) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

d) On April 1, 2019, the Company acquired substantially all of the assets used in connection with a single imaging centre located in Davie, Florida (Davie Acquisition) from the former operators of such centre for a purchase price of $450,000.

e) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions).

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (defined below). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs.

In connection with the ADG Acquisitions, on May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, the Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A is subject to a delayed draw and is available to the Company for use in potential acquisitions until October 15, 2019. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used to settle the Syndicated Loans for $112,482,181, the principal outstanding under the Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and December 31, 2017

(expressed in US dollars unless otherwise stated)

f) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida for a cash consideration of $648,387 (Deltona Acquisition).

g) Subsequent to December 31, 2018, the Company settled certain claims affecting PMI relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. The Company received an aggregate of approximately $4.1 million, approximately $2.9 million of which was received after December 31, 2018, from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI.

h) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas for cash consideration of approximately $11 million.

i) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres near West Palm Beach, Florida, for cash consideration of approximately $18 million. This acquisition was mostly financed through the delayed draw portion of the Company’s Term Loans of $16 million and approximately $1 million under the Company’s revolving credit facility, both under the May 2019 Credit Agreement.

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EX-99.39

Exhibit 99.39

November 13, 2019

VIA SEDAR

NOTICE TO READER Re: Akumin Inc.

Please be advised that the Management’s Discussion & Analysis of Akumin Inc. as at and for the year ended December 31, 2018 was corrected for an error relating to the classification of cash flows.

As described in “Recent Developments – Correction of Error in the Statement of Cash Flows” in Management’s Discussion & Analysis as at and for the year ended December 31, 2018, during 2018, the Company acquired all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres. Previously the “Acquisition of non-controlling interests” line was incorrectly presented under the Investing activities category instead of the Financing activities category within the consolidated statements of cash flow for the year ended December 31, 2018.

The error did not impact the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) or changes in equity. Operating cash flow and increase in cash during the period were not impacted. Basic and diluted earnings per share were not impacted.

Management’s Discussion and
Analysis of Financial Condition and
Results of Operations

For the year ended December 31, 2018 and the 15-month period ended December 31, 2017

November 13, 2019

Table of Contents
Non-IFRS Measures	1
Forward-Looking Statements	2
Overview	3
Summary of Factors Affecting Our Performance	3
Number of Clinics	3
Competition	4
Industry Trends	4
How We Assess the Performance of Our Business	4
IFRS Measures	4
Non-IFRS Measures	6
Factors Affecting the Comparability of Our Results	7
Acquisition Activity	7
Newly Adopted Accounting Standards	7
Change in the Fiscal Year	7
Segments	7
Public Company Expenses	7
Recent Developments	7
Acquisition-Related Activity	7
April 2018 Bought Deal	8
Exercise of Certain Outstanding Warrants	8
NCI Acquisitions	8
Tampa Acquisition	8
Rose Acquisition	9
Kissimmee Acquisition	9
Broward Acquisition	9
Correction of Error in the Statement of Cash Flows	9
Subsequent Events	9
Results of Operations	11
Selected Consolidated Statements of Balance Sheet Information	15
Selected Financial Information	16
Liquidity and Capital Resources	17
General	17
Lending Arrangements and Debt	18
Financial Instruments	19
Off-Balance Sheet Arrangements	20
Share Information	20
Related Party Transactions	20
Critical Accounting Estimates	21
Significant Accounting Standards Not Yet Adopted	22
Disclosure Controls And Procedures And Internal Controls Over Financial Reporting	23
Risk Factors	23
Additional Information	23

Management’s Discussion and Analysis of Financial Condition and Results of Operations (restated)

The following management’s discussion and analysis dated November 13, 2019 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our audited consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

The following MD&A has been restated to be consistent with amendments to Akumin’s consolidated statement of cash flows for the year ended December 31, 2018 which is more fully described in Note 2 to the Company’s restated consolidated financial statements. The statement of cash flows has been restated to classify the cash flows associated with the acquisition of non-controlling interests as a financing cash flow. Previously, management had incorrectly presented such cash flows as an investing activity. The nature of the transaction which gave rise to these cash flows is described in Note 13. Furthermore, this adjustment does not affect our previously reported consolidated balance sheet, statement of net income (loss) and comprehensive income (loss) or the statement of changes in equity.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA”means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period and one-time adjustments.

“Adjusted EBITDA Margin”means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    1

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

· expected performance and cash flows;

· changes in laws and regulations affecting the Company;

· expenses incurred by the Company as a public company;

· future growth of the diagnostic imaging market;

· changes in reimbursement rates by insurance payors;

· the outcome of litigation and payment obligations in respect of prior settlements;

· the availability of radiologists at our contracted radiology practices;

· competition;

· acquisitions and divestitures of businesses;

· potential synergies from acquisitions;

· non-wholly owned and other business arrangements;

· access to capital and the terms relating thereto;

· technological changes in our industry;

· successful execution of internal plans;

· compliance with our debt covenants;

· anticipated costs of capital investments; and

·
future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

· our ability to successfully grow the market and sell our services;

· general market conditions in the radiology and diagnostic imaging services industry;

our ability to service existing debt;

· our ability to acquire new radiology and medical imaging centers and, upon acquisition, to successfully market and sell new services that we acquire;

· our ability to achieve the financing necessary to complete the acquisitions of new radiology and medical imaging centers;

· our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

· market conditions in the capital markets and the radiology and medical imaging services industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

· unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

· delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

· changes in laws and regulations;

· the loss of key management or personnel;

· the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

· the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    2

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

· no unforeseen changes in the legislative and operating framework for our business;

· no unforeseen changes in the prices for our services in markets where prices are regulated;

· no unforeseen changes in the regulatory environment for our services;

· a stable competitive environment; and

· no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States, with 95 centers located across Florida, Pennsylvania, Delaware, Texas, Illinois and Kansas as of December 31, 2018. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include MRI, CT, positron emission tomography (PET), radiology, ultrasound, diagnostic radiology (X-ray), mammography, arthrography and other related procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    3

The following table shows the number of Akumin diagnostic imaging facilities:

	As at Dec 31, 2018		As at Dec 31, 2017		As at Sep 30, 2016		As at Sep 30, 2015
Number of Diagnostic Imaging Facilities		95		74		39		14

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    4

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

· Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

· Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    5

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

(in thousands)	Three-month period ended Dec 31, 2018			Three-month period ended Dec 31, 2017			Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Net income (loss) attributable to shareholders of Akumin		2,210			2,579			5,000			(8,504	)
Income tax provision (recovery)		(1,854	)		102			(1,527	)		124
Depreciation and amortization		3,003			2,063			9,852			6,480
Interest expense		1,778			1,398			5,979			5,376
EBITDA		5,137			6,142			19,304			3,476
Adjustments:
Stock-based compensation		1,238			570			5,702			3,242
Impairment of property and equipment		4			341			643			601
Settlement costs (recoveries)		14			(221	)		43			(192	)
Provisions		—			—			—			725
Acquisition-related costs		1,506			714			2,426			4,256
Public offering costs		—			1,021			814			1,520
Financial instruments revaluation, unrealized foreign exchange loss, and other (gains) losses		524			(295	)		2,843			2,944
One-time adjustments		777			—			—			—
Adjusted EBITDA		9,200			8,272			31,775			16,572
Revenue		45,452			35,238			154,782			105,473
Adjusted EBITDA Margin		20	%		23	%		21	%		16	%
Adjusted EBITDA		9,200			8,272			31,775			16,572
Less:
Depreciation and amortization		3,003			2,063			9,852			6,480
Interest expense		1,778			1,398			5,979			5,376
Sub-total		4,419			4,811			15,944			4,716
Effective tax rate (1)		24.7	%		36.5	%		24.7	%		36.5	%
Tax effect		1,091			1,756			3,938			1,721
Adjusted net income attributable to shareholders of Akumin		3,328			3,055			12,006			2,995

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period. 

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    6

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

Newly Adopted Accounting Standards

Our consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements.

The Company has initially adopted IFRS 15, Revenue from Contracts with Customers, as at January 1, 2018, with full retrospective application. Other new standards that are also effective from January 1, 2018 onward include IFRS 9, Financial Instruments, and IFRIC 22, Foreign Currency Transactions and Advance Consideration, but they do not have a material effect on the Company’s financial statements. Please refer to note 2 of our consolidated financial statements for further information on the adoption of these new accounting standards. Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal year.

Change in Fiscal Year

The Company changed its fiscal year to December 31, effective for the period ending December 31, 2017. As a result, Akumin fiscal 2017 is a 15-month period ending December 31, 2017 while Akumin fiscal 2018 is a 12-month period ended December 31, 2018.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Public Company Expenses

As a public company, we have implemented additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. As such, we expect to incur additional annual expenses, including additional directors’ and officers’ liability insurance, director fees, public company reporting costs, transfer agent fees, additional audit and legal fees, and administrative and other expenses. We have also recognized certain non-recurring costs as part of our transition to a publicly traded company and subsequent public offering costs, consisting of professional fees and other expenses.

Recent Developments

Acquisition-Related Activity

During the year ended December 31, 2018, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 28, 2019 for the year ended December 31, 2018, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    7

April 2018 Bought Deal

The Company completed, on May 2, 2018, a “bought deal” public offering of its common shares by way of short form prospectus sale in each of the provinces of Canada, other than Québec. A total of 8,750,000 common shares of the Company were sold at a price of $4.00 per common share for gross proceeds of $35,000 (the “Offering)”. The Offering was underwritten by a syndicate of underwriters (the “Underwriters”). The Underwriters were granted 525,000 broker warrants (“Broker Warrants”) in connection with the Offering, each such Broker Warrant entitling the holder to acquire one common share of the Company at a price of $4.00 per common share for a 24-month period following the closing of the Offering.

The Company used part of the net proceeds from the Offering to finance the cash consideration portion of the NCI Acquisitions (defined below) and intends to use the remaining net proceeds from the Offering: (a) to support the Company’s growth initiatives and the acquisitions it pursues from time to time; and (b) for general corporate purposes, including to fund other ordinary course expenses.

Exercise of Certain Outstanding Warrants

Unrelated to the Offering, the Company had 238,859 warrants that were due to expire on April 21, 2018 and 112,706 warrants that were due to expire on May 31, 2018. These warrants allowed warrant holders to purchase common shares of the Company on a 1:1 basis at an exercise price of $1.20 per common share of the Company. These warrants were exercised by their holders into common shares prior to expiry.

During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares.

NCI Acquisitions

On May 24, 2018, the Company announced the completion of the previously disclosed acquisitions by a subsidiary of the Company of all of the outstanding non-controlling interests in seven of its existing Texas-based diagnostic imaging centers (the “NCI Acquisitions”). The NCI Acquisitions related to certain operations carried on in Austin, Fort Worth, Frisco, Grapevine/Colleyville, Irving, Plano and Round Rock. The aggregate consideration paid for the NCI Acquisitions was approximately $21.6 million, comprised of an aggregate cash payment of approximately $17.9 million and the issuance of approximately $3.7 million of common shares of the Company (927,397 shares at $4.00 per share). The cash consideration includes approximately $0.2 million paid to a non-wholly owned subsidiary, Preferred Imaging of Tarrant County, LLC, that is consolidated in the Company’s results.

Tampa Acquisition

On April 5, 2018, the Company announced that, through a subsidiary, it had entered into a management agreement with the owners of four centers located in one of Akumin’s core geographic markets (the “Managed Centers”, and the period from April 5 to May 11, 2018, the “Management Period”). On May 11, 2018, the Company announced that it had acquired, through a subsidiary (“Akumin FL”), certain assets of the Managed Centers in Florida (the “Tampa Acquisition”). The sellers were paid cash consideration of $50. The Company also assumed certain priority-ranked accounts payable of $1,553 and a third-party subordinated note bearing interest at a rate of 6% per annum with a principal balance of $1.5 million (face value) and a term of four years. The principal balance of the third-party loan is subject to an earn-out of up to an additional $4.0 million, subject to the satisfaction of certain revenue-based milestones (described in note 12 of the Company’s December 31, 2018 consolidated financial statements).

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    8

Rose Acquisition

On August 15, 2018, the Company announced that, through a subsidiary, it had acquired 11 outpatient diagnostic imaging centers in the Tampa Bay Area (the “Rose Acquisition”) for cash consideration of approximately $25 million, which was financed through the Syndicated Term Loan (described in the Lending Arrangements and Debt section).

As part of the Rose Acquisition the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $38.

Kissimmee Acquisition

On November 1, 2018, the Company acquired a single outpatient diagnostic imaging center in Kissimmee, Florida. The purchase price was approximately $1.2 million. The purchase price due at closing was partly financed using proceeds drawn from the Company’s Syndicated Revolving Facility (described in the Lending Arrangements and Debt section).

Broward Acquisition

On November 9, 2018, the Company acquired four outpatient diagnostic imaging centers in Broward County, Florida. The purchase price was approximately $12.1 million, which included assumed finance leases of approximately $1.3 million. The purchase price due at closing was partly financed using proceeds drawn from the Company’s Syndicated Revolving Facility (described in the Lending Arrangements and Debt section).

Correction of Error in the Statement of Cash Flows

Our consolidated statement of cash flows for the year ended December 31, 2018 has been restated to classify the cash flows associated with the acquisition of non-controlling interests as a financing cash flow. During 2018, the Company acquired all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres. Previously, management had incorrectly presented such cash flows as an investing activity. The nature of the transaction which gave rise to these cash flows is described in Note 13to the Company’s restated consolidated financial statements. Furthermore, this adjustment does not affect our previously reported consolidated balance sheet, statement of net income (loss) and comprehensive income (loss) or the statement of changes in equity.

Subsequent Events

a) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. While 50% of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan, only 25,000 of these vested RSUs have currently been exercised. Accordingly, 25,000 common shares were issued by the Company on March 18, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019. In accordance with the terms of the RSU Plan, 50% of the above-noted 315,000 RSUs will vest between January 1 and March 12, 2020. Twenty-five thousand RSUs from these unvested RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan.

c) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

d) On April 1, 2019, the Company acquired substantially all of the assets used in connection with a single imaging center located in Davie, Florida (Davie Acquisition) from the former operators of such center for a purchase price of $450.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    9

e) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centers (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions).

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (defined below). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs. In connection with the ADG Acquisitions, on May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, of which $3,300 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A is subject to a delayed draw and is available to the Company for use in potential acquisitions until October 15, 2019. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used to settle the Syndicated Loans for $112,482, the principal outstanding under the Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs.

f) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging center in Deltona, Florida for a cash consideration of $648 (Deltona Acquisition).

g) Subsequent to December 31, 2018, the Company settled certain claims affecting PMI relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. The Company received an aggregate of approximately $4.1 million, approximately $2.9 million of which was received after December 31, 2018, from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI.

h) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centers in El Paso, Texas for cash consideration of approximately $11 million.

i) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centers near West Palm Beach, Florida.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    10

Results of Operations

(i) Year ended December 31, 2018 compared to 15-month period ended December 31, 2017

The following tables summarize our results of operations for the year ended December 31, 2018 compared to the 15-month period ended December 31, 2017.

(in thousands)	Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Service fees – net of allowances and discounts		152,013			102,217
Other revenue		2,769			3,256
Revenue		154,782			105,473
Employee compensation		57,653			38,468
Reading fees		20,560			15,582
Rent and utilities		16,435			12,987
Third party services and professional fees		11,301			8,832
Administrative		8,768			5,576
Medical supplies and other expenses		5,716			5,101
Depreciation and amortization		9,852			6,480
Stock-based compensation		5,702			3,242
Interest expense		5,979			5,376
Impairment of property and equipment		643			601
Settlement costs (recoveries)		43			(192	)
Provisions		—			725
Acquisition related costs		2,426			4,256
Public offering costs		814			1,520
Financial instruments revaluation, unrealized foreign exchange loss,		2,843			2,944
and other (gains) losses
Income (loss) before income taxes		6,047			(6,225	)
Income tax provision (recovery)		(1,527	)		124
Non-controlling interests		2,574			2,155
Net income (loss) attributable to shareholders of Akumin		5,000			(8,504	)
Adjusted EBITDA (in thousands)	Year ended Dec 31, 2018			15-month period ended Dec 31, 2017
Revenue		154,782			105,473
Less:
Employee compensation		57,653			38,468
Reading fees		20,560			15,582
Rent and utilities		16,435			12,987
Third party services and professional fees		11,301			8,832
Administrative		8,768			5,576
Medical supplies and other expenses		5,716			5,101
Sub-total		120,433			86,746
Non-controlling interests		2,574			2,155
Adjusted EBITDA		31,775			16,572
Adjusted EBITDA Margin		21	%		16	%

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    11

Revenue. Revenue was $154,782 and $105,473 for the year ended December 31, 2018 and 15-month period ended December 31, 2017, respectively. The variance is mainly due to the acquisitions, and higher contribution from the legacy Florida business, partly offset by a 12-month vs.15-month comparative period due to change in the Company’s fiscal year end. In fiscal 2017, the Company acquired: (i) one diagnostic imaging center operating in Hollywood, Florida effective April 1, 2017; (ii) six diagnostic imaging centers operating in and around Orlando, Boca Raton and Coral Springs, Florida effective April 1, 2017; and (iii) all of the issued and outstanding equity interests in Preferred Medical Imaging, LLC effective August 9, 2017 (such acquisition, the “Texas Acquisition” and all such acquisitions, collectively, the “2017 Acquisitions”). In fiscal 2018, the Company completed the Tampa Acquisition effective May 11, 2018, the Rose Acquisition effective August 15, 2018, the Kissimmee Acquisition effective November 1, 2018 and the Broward Acquisition effective November 9, 2018 (collectively, the “2018 Acquisitions”). Excluding the 2017 Acquisitions and the 2018 Acquisitions, revenue was $67,876 and $71,896 for the year ended December 31, 2018 and 15-month period ended December 31, 2017, respectively. The decrease is primarily due to a 12-month vs.15-month comparative period due to change in the Company’s fiscal year end.

Volume metrics. In fiscal 2018, the Company commenced the reporting of the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the year ended December 31, 2018 were 3,291 (in thousands) (meaningful comparative information is unavailable for the comparable period in fiscal 2017).

Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 36% to 37% in the year ended December 31, 2018 compared to the 15-month period ended December 31, 2017. This increase is mainly attributable to the 2018 Acquisitions, partly offset by the negative impact from Hurricane Irma in 2017.

Reading fees. For the year ended December 31, 2018 compared to the 15-month period ended December 31, 2017, reading fees, as a percentage of revenue, decreased from 15% to 13%. The lower reading fees as a percentage of revenue are partly due to the 2018 Acquisitions, and negative impact from Hurricane Irma in 2017.

Rent and utilities. For the year ended December 31, 2018 compared to the 15-month period ended December 31, 2017, rent and utilities decreased from 12% to 11% of revenue. This decrease is partly attributable to timing of the Texas Acquisition, as well as negative impact on revenue from Hurricane Irma in 2017.

Third party services and professional fees. For the year December 31, 2018, third party services and professional fees as a percentage of revenue were 7%, compared to 8% in the 15-month period ended December 31, 2017. The decrease as a percentage of revenue is partly due to negative impact on revenue from Hurricane Irma in 2017.

Administrative expenses and medical supplies and other expenses. For the year ended December 31, 2018 compared to the 15-month period ended December 31, 2017, administrative expenses and medical supplies and other expenses remained consistent at 10% of revenue.

Adjusted EBITDA. Adjusted EBITDA for year ended December 31, 2018 was $31,775 compared to $16,572 for the 15-month period ended December 31, 2017. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions, increased contribution from the legacy Florida operations, timing of the Texas Acquisition, and negative impact of Hurricane Irma in 2017, partly offset by a 15-month comparative period. Adjusted EBITDA Margin for the year ended December 31, 2018 was 21% compared to 16% for the 15-month period ended December 31, 2017.

Net income (loss) attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $5,000 (3% of revenue) for the year ended December 31, 2018 and the net loss for the 15-month period ended December 31, 2017 was $8,504 (8% of revenue). This increase in net income is mainly due to the timing of the above noted acquisitions and income tax recovery in 2018, and higher provisions and acquisition-related and public offering costs in 2017. During the year ended December 31, 2018, a deferred tax liability of $1,755 was assumed as part of the net assets acquired in the Rose Acquisition. The Company utilized unrecognized tax benefits against this deferred tax liability, which resulted in an income tax recovery of the same amount.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    12

(ii) Three-month period ended December 31, 2018 compared to three-month period ended December 31, 2017

The following tables summarize our results of operations for the three-month period ended December 31, 2018 compared to the three-month period ended December 31, 2017.

(in thousands)	Three-Month Period ended Dec 31, 2018			Three-Month Period ended Dec 31, 2017
Service fees – net of allowances and discounts		44,769			34,332
Other revenue		683			906
Revenue		45,452			35,238
Employee compensation		19,266			11,354
Reading fees		5,764			4,598
Rent and utilities		4,974			3,261
Third party services and professional fees		2,594			2,798
Administrative		2,407			2,156
Medical supplies and other expenses		1,612			1,199
Depreciation and amortization		3,003			2,063
Stock-based compensation		1,238			570
Interest expense		1,778			1,398
Impairment of property and equipment		4			341
Settlement costs (recoveries)		14			(221	)
Acquisition related costs		1,506			714
Public offering costs		—			1,021
Financial instruments revaluation, unrealized foreign exchange loss,and other (gains) losses		524			(295	)
Income before income taxes		768			4,281
Income tax provision (recovery)		(1,854	)		102
Non-controlling interests		412			1,600
Net income attributable to shareholders of Akumin		2,210			2,579
Adjusted EBITDA (in thousands)	Three-month period ended Dec 31, 2018			Three-month period ended Dec 31, 2017
Revenue		45,452			35,238
Less:
Employee compensation		19,266			11,354
Reading fees		5,764			4,598
Rent and utilities		4,974			3,261
Third party services and professional fees		2,594			2,798
Administrative		2,407			2,156
Medical supplies and other expenses		1,612			1,199
Sub-total		36,617			25,366
Non-controlling interests		412			1,600
One-time adjustments		(777	)		—
Adjusted EBITDA		9,200			8,272
Adjusted EBITDA Margin		20	%		23	%

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    13

Revenue. Revenue was $45,452 and $35,238 for the three-month periods ended December 31, 2018 and 2017, respectively. The variance is mainly due to the acquisitions. Excluding the 2018 Acquisitions, revenue was $34,039 and $35,239 for the three-month periods ended December 31, 2018 and 2017, respectively. This 3% decrease is due to lower contribution from Texas operations related to NCI Acquisitions in the three-month period ended December 31, 2018 (which was anticipated by management), and higher contribution from Florida operations in the three-month period ended December 31, 2017 following Hurricane Irma (which management estimates to be an additional revenue of approximately, $2 million). Excluding the 2018 Acquisitions, NCI Acquisitions and the estimated revenue impact following Hurricane Irma in September 2017, management estimates revenue for the three-month period ended December 31, 2018 would have increased by approximately 10% relative to the three-month period ended December 31, 2017.

Volume metrics. RVUs related to service fee revenues in the three-month period ended December 31, 2018 were 1,020 (in thousands) compared to 850 in the three-month period ended September 30, 2018 (meaningful comparative information is unavailable for the comparable period in fiscal 2017).

Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 32% to 42% in the three-month period ended December 31, 2018 compared to the three-month period ended December 31, 2017. This increase is primarily attributed to the Rose Acquisition, which had employed radiologists in 2018, and incentive-based cash compensation paid to management in the three-months ended December 31, 2018 which had previously not been accrued (please refer to “one-time adjustments” noted below).

Reading fees. For the three-month period ended December 31, 2018 compared to the three-month period ended December 31, 2017, reading fees, as a percentage of revenue, remained consistent at 13%.

Rent and utilities. For the three-month period ended December 31, 2018 compared to the three-month period ended December 31, 2017, rent and utilities increased from 9% to 11% of revenue. The relatively low ratio for the three-month period ended December 31, 2017 is partly attributable to relatively strong revenue performance in Texas and northeast and in Florida operations after Hurricane Irma in September 2017.

Third party services and professional fees. For the three-month period ended December 31, 2018, third party services and professional fees, as a percentage of revenue, decreased from 8% to 6% of revenue compared to the three-month period ended December 31, 2017. The decrease is partly due to the 2018 Acquisitions and reclassification of certain costs as non-operating expenses (please refer to “one-time adjustments” noted below).

Administrative expenses and medical supplies and other expenses. For the three-month period ended December 31, 2018 compared to the three-month period ended December 31, 2017, administrative expenses and medical supplies and other expenses remained consistent at 9% of revenue.

One-time adjustments. For the three-month period ended December 31, 2018 the one-time adjustments were $777 compared to $nil during the three-month period ended December 31, 2017. These adjustments related to: (i) the incentive-based cash compensation for the nine-month period ended September 30, 2018 which had previously not been accrued and was paid to management in the three-month period ended December 31, 2018; and (ii) reclassification of certain third party services and professional fees as non-operating expenses that related to the nine-month period ended September 30, 2018 but were reclassified in the three-month period ended December 31, 2018.

Adjusted EBITDA. Adjusted EBITDA for the three-month period ended December 31, 2018 was $9,200 compared to $8,272 for the three-month period ended December 31, 2017. The variance is mainly attributable to the NCI Acquisitions and 2018 Acquisitions. Adjusted EBITDA Margin for the three-month period ended December 31, 2018 was 20% compared to 23% for the three-month period ended December 31, 2017. The higher margin in the three-month period ended December 31, 2017 was primarily due to strong revenue performance in Texas (prior to NCI Acquisitions) and Florida (following Hurricane Irma in September 2017). Also, Akumin has increased its presence in Florida during 2018 through acquisitions that had lower margins than our existing business.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $2,210 (5% of revenue) for the three-month period ended December 31, 2018 and the net income for the three-month period ended December 31, 2017 was $2,579 (7% of revenue). This decrease in net income is mainly due to higher depreciation, interest expense, acquisition-related costs and stock and incentive-based cash compensation paid to management in the three-month period ended December 31, 2018, which had previously not been accrued. During the three-month period ended December 31, 2018, a deferred tax liability of $1,755 was assumed as part of the net assets acquired in the Rose Acquisition. The Company utilized unrecognized tax benefits against this deferred tax liability, which resulted in an income tax recovery of the same amount.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    14

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position	As at		As at
(in thousands)	Dec 31, 2018		Dec 31, 2017
Cash		19,326		12,145
Total assets		240,778		170,748
Total debt (1)		117,507		75,765
Non-controlling interests		2,467		6,341
Shareholders’ equity		103,938		74,065

(1) Total debt consists of borrowing under the credit facility, subordinated debt including fair value of contingent consideration, Wesley Chapel Loan, and finance leases, including both the current and non-current portions.

Cash was $19,326 as at December 31, 2018, an increase of $7,181, as compared to $12,145 as at December 31, 2017. The increase in cash during the year ended December 31, 2018 was due to $6,419 and $45,812 provided by operating activities and financing activities, respectively, partly offset by $45,050 used in investing activities.

Accounts receivable were $29,811 as at December 31, 2018, an increase of $16,843, as compared to $12,968 as at December 31, 2017. The increase is mainly due to strong revenue during the year ended December 31, 2018 from existing business and the 2018 Acquisitions.

Property and equipment were $55,568 as at December 31, 2018, an increase of $13,565, as compared to $42,003 as at December 31, 2017. This increase is mainly attributable to $10,590 in capital expenditures, $1,719 acquired as part of the Tampa Acquisition, $8,638 acquired as part of the Rose Acquisition, $283 acquired as part of the Kissimmee Acquisition and $2,662 acquired as part of the Broward Acquisition, partly offset by $9,152 in depreciation, losses on disposal of $532, and impairment in property and equipment of $643.

Intangible assets were $3,669 as at December 31, 2018, an increase of $1,405, as compared to $2,264 as at December 31, 2017. This increase is attributable to intangible assets of $1,330 due to the Rose Acquisition, $740 due to the Broward Acquisition, and $35 in software expenditures, partly offset by amortization of $700 recorded in the period.

Goodwill was $130,540 as at December 31, 2018, an increase of $29,763 as compared to $100,777 as at December 31, 2017. This increase is attributable to the Tampa Acquisition ($1,536), the Rose Acquisition ($17,754), the Kissimmee Acquisition ($1,013) and the Broward Acquisition ($9,460).

Total debt (including finance leases) was $117,507 as at December 31, 2018, an increase of $41,742 as compared to $75,765 as at December 31, 2017. This increase is attributable to increased bank loan proceeds ($100,000) under the new Syndicated Loan net of debt issuance costs ($2,212), drawing on the Syndicated Revolving Facility ($11,900), loss on financial instrument revaluation upon settlement of August 2017 Term Loan ($2,427), the subordinated note assumed as part of Tampa Acquisition ($1,491), initial fair value of the Subordinated Note – Earn-out (as defined below) ($161), assumption of Wesley Chapel Loan ($1,908), non-cash interest accretion ($591), and loss on revaluation of Subordinated Note – Earn-out ($9) and increased finance lease liabilities ($1,586), partly offset by debt principal repayments ($76,119).

The Company’s shareholders’ equity was $103,938 as at December 31, 2018, an increase of $29,873 as compared to $74,065 as at December 31, 2017. This increase is due to an increase in common shares of $36,153 attributable to the April 2018 Bought Deal (net of issuance costs) and the NCI Acquisitions, $699 in warrants exercised, $734 in warrants  issued attributable to April 2018 Bought Deal, increase to contributed surplus of $5,703, and net income of $5,000 earned by the Company during the year ended December 31, 2018, partly offset by $18,416 mainly due to the NCI Acquisitions.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    15

Non-controlling interests were $2,467 as at December 31, 2018, a decrease of $3,874, as compared to $6,341 as at December 31, 2017. The non-controlling interests are associated with the Texas Acquisition. In the year ended December 31, 2018, net income attributable to the non-controlling interests was $2,574, offset by distributions of $3,373 and a reduction of $3,075 mainly due to the NCI Acquisitions.

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
(in thousands, except EPS) (1)	2018			2018			2018			2018			2017			2017			2017			2017
RVUs		1,020			850			756			666			n/a			n/a			n/a			n/a
Revenue (2)		45,452			39,131			36,774			33,425			35,239			24,107			17,151			14,323
Adjusted EBITDA		9,200			8,285			8,260			6,807			8,272			2,184			3,048			1,372
Adjusted EBITDA Margin		20	%		21	%		23	%		20	%		23	%		9	%		18	%		10	%
Depreciation and amortization		3,003			2,577			2,164			2,108			2,063			1,623			1,079			862
Interest expense		1,778			1,482			1,379			1,340			1,398			1,291			949			863
Net income (loss) attributable to shareholders of Akumin		2,210			195			1,436			1,160			2,579			(9,989	)		514			(1,267	)
EPS – Basic		0.04			0.00			0.02			0.02			0.06			(0.29	)		0.02			(0.05	)
EPS – Diluted		0.04			0.00			0.02			0.02			0.06			(0.29	)		0.02			(0.05	)
Effective tax rate (3)		24.7	%		24.7	%		24.7	%		24.7	%		36.5	%		36.5	%		36.5	%		36.5	%
Adjusted net income (loss) attributable to shareholders of Akumin		3,328			3,183			3,552			2,530			3,055			(464	)		648			(224	)
Adjusted EPS – Basic		0.05			0.05			0.06			0.05			0.07			(0.01	)		0.02			(0.01	)
Adjusted EPS – Diluted		0.05			0.05			0.06			0.05			0.07			(0.01	)		0.02			(0.01	)
Cash		19,326			20,370			19,814			9,877			12,145			11,156			6,220			13,051
Total assets		240,778			220,782			189,330			171,276			170,748			164,536			59,978			56,313
Total debt		117,507			103,620			76,015			75,930			75,765			84,002			36,743			33,754
Non-controlling interests		2,467			2,549			2,474			5,872			6,341			6,595			—			—
Shareholders’ equity		103,938			100,491			98,595			76,867			74,065			59,822			16,469			15,724
Capital (4)		202,119			183,741			154,796			142,920			137,685			132,668			46,992			36,427

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Due to the adoption of IFRS 15 effective January 1, 2018, comparative revenue figures have been restated and are now reported net of provision for credit losses. Please refer to note 2 of the December 31, 2018 consolidated financial statements.

(3) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period. (4) Capital is defined as shareholders’ equity plus total debt less cash.

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    16

The table below shows selected financial information on a last twelve-month (“LTM”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, during the LTM period ended December 31, 2018, the Company made the following acquisitions: Tampa Acquisition (May 11, 2018), NCI Acquisitions (May 24, 2018), Rose Acquisition (August 15, 2018), Kissimmee Acquisition (November 1, 2018) and Broward Acquisition (November 9, 2018). As a result, the LTM period ended December 31, 2018 does not contain a full twelve months contribution from these acquisitions. The Company monitors the following information to measure its overall financial performance.

(in thousands, except EPS)	LTM Q4 2018			LTM Q3 2018			LTM Q2 2018			LTM Q1 2018
Revenue		154,782			144,569			129,545			109,922
Adjusted EBITDA		31,775			31,624			25,523			20,311
Adjusted EBITDA Margin		21	%		22	%		20	%		18	%
Adjusted EPS - Diluted (1)		0.20			0.23			0.17			0.13
Adjusted Return on Capital (“ROC”) (2)		10	%		10	%		12	%		10	%
Adjusted Return on Equity (“ROE”) (3)		13	%		15	%		15	%		12	%

(1) Adjusted EPS – Diluted is calculated as the sum of the last four quarters’ Adjusted EPS - Diluted.

(2) Adjusted ROC is defined as LTM Adjusted EBITDA less depreciation and amortization, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such debt and equity issuances are noted in the Company’s consolidated financial statements for the year ended December 31, 2018.

As at December 31, 2018, the Company had cash of $19,326.

As at December 31, 2018, the Company had $117,507 of senior loans payable, subordinated note payable, Subordinated Note – Earn-out (as defined below), and finance leases.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

As at December 31, 2018, we had various operating leases with remaining terms of more than one year, primarily for office space. As at December 31, 2018, the Company had finance lease balances of $4,177.

As at December 31, 2018, the Company had future obligations for minimum annual payments under debt (face value), operating leases for equipment, and facilities for the next five years and thereafter as follows:

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    17

Contractual Obligations					Payments due per 12-month period ended December 31
(in thousands)	Total		2019		2020		2021		2022		2023		Thereafter
Debt – Syndicated Term Loan		111,900		2,500		5,000		5,000		5,000		94,400		—
Wesley Chapel Loan		1,882		367		386		406		426		297		—
Subordinated Note payable		1,500		—		—		—		1,500		—		—
Facility Leases		160,487		12,489		12,218		12,174		12,331		12,091		99,184
Equipment Leases		3,242		1,391		885		665		295		6		—
Total		279,011		16,747		18,489		18,245		19,552		106,794		99,184

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital raising in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

Syndicated Loan

The Company entered into a credit agreement dated August 15, 2018 (the “Syndicated Credit Agreement”) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (“Syndicated Term Loan”) of $100,000 (face value) and a revolving credit facility of $30,000, of which, $11,900 was utilized as of December 31, 2018 (the “Syndicated Revolving Facility”, and together with the “Syndicated Term Loan”, the “Syndicated Loans”). The Syndicated Loans can be increased by an additional $40,000 subject to certain conditions. The Company used $11,900 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition. The proceeds of the Syndicated Term Loan were used to completely settle the August 2017 Term Loan for $74,635, finance the Rose Acquisition, and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000, net of debt issuance costs of approximately $2.2 million. As of December 31, 2018, the face value of the Syndicated Loans was $111,900 (amortized cost of $109,872).

Senior Loan

As part of the Texas Acquisition, Akumin Corp. (“Akumin US”) assumed from Tri-State Imaging FL Holdings, LLC (since renamed Akumin Florida Holdings, LLC, “Florida LLC”) all of Florida LLC’s senior credit facilities with a U.S. based institutional lender (the “Lender”) and entered into a third amended and restated credit agreement dated August 9, 2017 (the “August 2017 Credit Agreement”) with the Lender as administrative agent and another U.S. financial institution as co-lead arranger. Under the terms of the August 2017 Credit Agreement, the Company’s prior obligations to the Lender were assumed and additional term loan advances were made, resulting in $75,000 (face value) of term loan (the “August 2017 Term Loan”) being outstanding. The net proceeds of the additional term loan advance were used to repay in full advances drawn on the Company’s revolving credit facility of $2,500 and finance $44,718 of the Texas Acquisition. The August 2017 Credit Agreement also made available to Akumin US a revolving facility of up to $5,000 (the “August 2017 Revolving Facility”, and together with the August 2017 Term Loan, the “August 2017 Facilities”). The August 2017 Revolving Facility was unutilized as of December 31, 2018. Management determined the fair value of the August 2017 Term Loan as at August 9, 2017 to be $71,966, being its face value of $75,000, net of debt issuance costs of approximately $3,034. As described above, the August 2017 Term Loan was completely settled on August 15, 2018. As at December 31, 2018, the face value of the August 2017 Facilities was $nil (amortized cost of $nil).

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    18

April 2016 Note

As part of its acquisition of certain diagnostic imaging centers in Pennsylvania and Delaware on April 21, 2016, Florida LLC entered into a secured 5% promissory note with a U.S. based bank on April 21, 2016 (the “April 2016 Note”). The April 2016 Note was recognized at fair value on April 21, 2016 using an effective interest rate. The total estimated fair value of the April 2016 Note was $1,817 at April 21, 2016. A principal payment of $1,000 was made on October 31, 2017 in accordance with the terms of the April 2016 Note. In accordance with the terms of the April 2016 Note, the Company completely settled this loan on April 30, 2018 with a cash payment of $1,000.

Wesley Chapel Loan

As part of the Rose Acquisition the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of December 31, 2018, the face value of the Wesley Chapel Loan was $1,882 (amortized cost of $1,796).

Subordinated Note Payable

As part of the Tampa Acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement. As of December 31, 2018, the face value of the Subordinated Note was $1,500 (amortized cost of $1,492).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note - Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note - Earn-out was revalued at $170 as at December 31, 2018 and the change in fair value was recognized in the consolidated statement of net income (loss) and comprehensive income (loss).

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, loans to related parties, accounts payable and accrued liabilities, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, finance leases and derivative financial instruments. The fair values of these financial instruments, except the loans to related parties, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of finance leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. The Company entered into a derivative financial instrument contract in November 2017 to mitigate interest rate risk under the variable interest rate of the then existing August 2017 Term Loan, which was refinanced with the Syndicated Loan. The Company terminated this derivative financial instrument contract on November 16, 2018. The Company received a cash payment of $75 from the counterparty and recognized a loss of $5 in the consolidated statements of net income (loss) and comprehensive income (loss). Effective November 14, 2018, the Company entered into another derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    19

Financial assets measured at amortized cost include cash, accounts receivable and loans to related parties. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, finance leases, Syndicated Loans, Wesley Chapel Loan and Subordinated Note. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out as a financial liability at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. Refer to note 17 of our December 31, 2018 consolidated financial statements for further discussion regarding risk management arising from financial instruments.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions. The Company uses operating leases for certain equipment and its facilities. Financial data with respect to the contractual obligations for such leases is disclosed under “Liquidity and Capital Resources”.

Share Information

As of the date of this MD&A, we have 69,240,272 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 4,113,268 common shares, or approximately 5.94% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, including RSUs that are not yet exercisable, we would be required to issue up to an additional 938,156 common shares, or approximately 1.35% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Further, as of the date of this MD&A, there are 557,013 warrants to purchase common shares which are issued and outstanding. If those warrants were to be exercised, we would be required to issue an additional 557,013 common shares, or approximately 0.80% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s consolidated financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

On February 9, 2018, the Company announced that certain senior officers and directors of the Company acquired an aggregate of 532,857 common shares of the Company at $3.50 per share for total cash consideration of $1,865. The shares were acquired pursuant to a previous exercise of a call option by Z Strategies Inc., a corporation controlled by Riadh Zine, the President and Chief Executive Officer of the Company. The call option was entered into in connection with Akumin US’s acquisition of Preferred Medical Imaging, LLC effective August 9, 2017 at the request of certain selling securityholders of Preferred Medical Imaging, LLC. On February 8, 2018, Akumin US agreed to lend an aggregate of $500 to the Company’s President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary in connection with the purchase by such officers of a total of approximately 142,857 common shares under that call option, as nominees of Z Strategies Inc. The principal amount remaining from time to time unpaid and outstanding on such loan shall bear interest at 6% per annum and will be payable on the maturity date, being February 8, 2021. Those borrowing officers of the Company have granted a security interest in the common shares purchased by them with the loan proceeds in favour of Akumin US.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    20

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost less loss allowances. During the year ended December 31, 2018 the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable. During the fifteen months ended December 31, 2017, the impairment for accounts receivable was recorded when there was expectation that the Company would not be able to collect all amounts due of the receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    21

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and insurance companies for such services.

Significant Accounting Standards Not Yet Adopted

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

IFRS 16, Leases

In January 2016, the IASB released IFRS 16, Leases, replacing IAS 17, Leases, and related interpretations. The new standard eliminates the classification of leases as either operating or finance leases and requires the recognition of assets and liabilities for all leases unless the lease term is twelve months or less or the underlying asset has a low value. Application of the standard is mandatory for annual reporting periods beginning on or after January 1, 2019, with early adoption permitted. The IFRS 16 transition requirements provide the option of adopting a full retrospective approach or a modified retrospective approach with optional practical expedients available. The Company has performed preliminary analysis as part of its assessment of IFRS 16 transition approaches, and intends to adopt the standard on a modified retrospective basis. The Company continues to finalize its approach on the use of the optional practical expedients.

The Company expects the adoption of IFRS 16 will have a material impact on its consolidated financial statements, given its current operating lease commitments. New assets and liabilities will be recognized on the consolidated balance sheets for the Company’s operating leases. On the consolidated statements of net income (loss) and comprehensive income (loss), the Company will replace the current lease expense with depreciation for right-of-use assets and finance expense on lease liabilities. There will be no change to the amount of cash flows as part of the underlying leases.

The Company continues to evaluate the impact of the standard on its consolidated financial statements.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    22

IFRIC 23, Uncertainty Over Income Tax Treatments

In June 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments, with a mandatory effective date of January 1, 2019. The interpretations provide guidance on how to value uncertain income tax positions based on the probability of whether the relevant tax authorities will accept the Company’s tax treatments. A company is to assume that a taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. IFRIC 23 is to be applied by recognizing the cumulative effect of initially applying these guidelines in opening retained earnings without adjusting comparative information. The Company believes that it is reasonable that there are no uncertain tax positions required to be reported on IRS Form UTP, “Uncertain Tax Positions Statement”, on its consolidated financial statements. The Company will continue to evaluate the impact and application of this standard.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 28, 2019 for its fiscal year ended December 31, 2018, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols

“AKU.U” and “AKU”.

AKUMIN INC    |    Management’s Discussion and Analysis    |    2018    23

EX-99.40

Exhibit 99.40

Akumin Inc.

Condensed Interim Consolidated Financial Statements (Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Condensed Interim Consolidated Financial Statements (Unaudited)
Condensed Interim Consolidated Balance Sheets	1
Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)	2
Condensed Interim Consolidated Statements of Changes in Equity	3
Condensed Interim Consolidated Statements of Cash Flows	4
Notes to Condensed Interim Consolidated Financial Statements	5 – 33

Akumin Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited)

(expressed in US dollars unless otherwise stated)

	September 30, 2019			December 31, 2018
	$			$
Assets
Current assets
Cash		17,475,988			19,326,412
Accounts receivable (note 5)		77,163,237			29,810,501
Prepaid expenses and other current assets		1,278,990			1,049,285
		95,918,215			50,186,198
Security deposits and other assets		1,920,142			815,450
Property and equipment (note 6)		195,952,278			55,567,588
Goodwill		330,828,387			130,539,869
Intangible assets		11,941,832			3,668,596
		636,560,854			240,777,701
Liabilities
Current liabilities
Accounts payable and accrued liabilities		24,333,175			16,865,477
Leases (note 8)		10,108,461			851,183
Senior loans payable (note 9)		3,701,167			2,867,167
		38,142,803			20,583,827
Leases (note 8)		122,176,433			3,325,832
Senior loans payable (note 9)		316,848,786			108,801,431
Derivative financial instruments		1,224,331			—
Subordinated notes payable (note 10)		—			1,492,233
Subordinated notes payable – earn-out (note 10)		180,657			169,642
Earn-out liability (note 7)		20,534,510			—
		499,107,520			134,372,965
Shareholders’ Equity
Common shares (note 11)		149,777,252			123,746,423
Warrants (note 11)		783,264			1,742,910
Contributed surplus		7,571,380			5,088,376
Deficit		(23,444,336	)		(26,640,173	)
Equity attributable to shareholders of Akumin Inc.		134,687,560			103,937,536
Non-controlling interests		2,765,774			2,467,200
		137,453,334			106,404,736
		636,560,854			240,777,701

Commitments and contingencies (note 12)

Subsequent events (note 17)                

Approved by the Board of Directors

(signed) “Riadh Zine” Director (signed) “Tom Davies” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

( 1 )

Akumin Inc.

Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

(Unaudited)

(expressed in US dollars unless otherwise stated) 

	Three-month			Three-month			Nine-month			Nine-month
	period ended			period ended			period ended			period ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
	$			$			$			$
Revenue
Service fees – net of allowances and discounts		68,223,340			38,316,457			168,588,127			107,243,804
Other revenue		650,592			814,139			1,822,142			2,086,732
		68,873,932			39,130,596			170,410,269			109,330,536
Expenses
Employee compensation		23,793,719			14,733,517			60,457,981			38,387,117
Reading fees		9,475,721			5,142,654			24,242,249			14,795,857
Rent and utilities		2,736,123			4,292,354			6,934,956			11,461,327
Third-party services and professional fees		5,121,945			3,003,890			12,637,341			8,706,414
Administrative		3,253,288			1,778,987			8,897,585			6,360,998
Medical supplies and other		1,796,556			1,383,446			4,938,733			4,104,805
Depreciation and amortization		8,142,100			2,576,851			20,907,240			6,848,850
Stock-based compensation		852,588			1,423,998			2,805,541			4,464,565
Interest expense		9,591,686			1,482,079			18,361,443			4,200,877
Impairment of property and equipment		—			—			—			638,336
Settlement costs (recoveries)		(207,961	)		(99,100	)		(1,438,662	)		29,494
Acquisition-related costs		443,944			255,954			2,993,629			919,602
Public offering costs		—			—			—			813,545
Financial instruments revaluation and other (gains) losses		1,693,061			2,425,933			3,744,575			2,318,994
		66,692,770			38,400,563			165,482,611			104,050,781
Income before income taxes		2,181,162			730,033			4,927,658			5,279,755
Income tax provision (recovery)		(397,519	)		23,648			147,928			327,038
Net income and comprehensive income for the period		2,578,681			706,385			4,779,730			4,952,717
Non-controlling interests		590,517			511,389			1,583,893			2,162,027
Net income attributable to common shareholders		1,988,164			194,996			3,195,837			2,790,690
Net income per share (note 15)
Basic and diluted		0.03			0.00			0.05			0.05

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

( 2 )

Akumin Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Common shares $		Warrants $			Contributed surplus $			Deficit $			Non- controlling interest $			Total equity $
Balance – December 31, 2017		83,771,904		1,310,661			2,205,784			(13,223,745	)		6,340,583			80,405,187
Acquisition of non-controlling interests		—		—			—			(18,416,229	)		(3,074,268	)		(21,490,497	)
Net income and comprehensive income		—		—			—			2,790,690			2,162,027			4,952,717
Issuance of common shares – net of issuance costs
Acquisition consideration		3,709,588		—			—			—			—			3,709,588
Public offering		32,444,362		—			—			—			—			32,444,362
Warrants exercised		1,000,766		(302,130	)		—			—			—			698,636
Issuance of warrants		—		734,379			—			—			—			734,379
Stock-based compensation		—		—			4,464,565			—			—			4,464,565
Payment to non-controlling interests		—		—			—			—			(2,879,593	)		(2,879,593	)
Balance – September 30, 2018		120,926,620		1,742,910			6,670,349			(28,849,284	)		2,548,749			103,039,344
Balance – December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			3,195,837			1,583,893			4,779,730
Issuance of common shares – net of issuance costs
Acquisition consideration		23,437,500		—			—			—			—			23,437,500
RSUs and warrants exercised		2,593,329		(569,733	)		(712,450	)		—			—			1,311,146
Warrants expired		—		(389,913	)		389,913			—			—			—
Stock-based compensation expense		—		—			2,805,541			—			—			2,805,541
Payment to non-controlling interests		—		—			—			—			(1,285,319	)		(1,285,319	)
Balance – September 30, 2019		149,777,252		783,264			7,571,380			(23,444,336	)		2,765,774			137,453,334

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

( 3 )

Akumin Inc.
Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Nine-month period ended September 30, 2019 $			Nine-month period ended September 30, 2018 $
Cash flows provided by (used in)
Operating activities
Net income for the period		4,779,730			4,952,717
Adjustments for
Depreciation and amortization		20,907,240			6,848,850
Stock-based compensation		2,805,541			4,464,565
Impairment of property and equipment		—			638,336
Interest expense accretion of debt		1,184,446			475,500
Deferred income tax recovery		(422,056	)		—
Financial instruments revaluation and other (gains) losses		3,744,575			2,318,994
Changes in non-cash working capital
Accounts receivable		(21,624,658	)		(11,807,476	)
Prepaid expenses, security deposits and other assets		(1,061,267	)		(500,821	)
Accounts payable and accrued liabilities		459,501			(4,545,786	)
		10,773,052			2,844,879
Investing activities
Property and equipment and intangible assets		(9,338,197	)		(5,891,514	)
Business acquisitions – net of cash acquired		(201,095,758	)		(23,315,703	)
		(210,433,955	)		(29,207,217	)
Financing activities
Loan proceeds		333,600,000			100,000,000
Loan repayments		(112,963,650	)		(76,029,409	)
Issuance costs – loans		(14,781,765	)		(2,211,914	)
Leases – principal payments		(6,569,933	)		(388,467	)
Subordinated notes		(1,500,000	)		—
Common shares		1,311,146			35,698,637
Equity issuance costs		—			(1,821,260	)
Acquisition of non-controlling interests		—			(17,780,909	)
Payment to non-controlling interests		(1,285,319	)		(2,879,593	)
		197,810,479			34,587,085
Increase (decrease) in cash during the period		(1,850,424	)		8,224,747
Cash – Beginning of period		19,326,412			12,145,481
Cash – End of period		17,475,988			20,370,228
Supplementary information
Interest expense paid		17,280,037			3,727,548
Income taxes paid		560,388			424,653

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

( 4 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

1 Presentation of condensed interim consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Florida, Delaware, Georgia, Pennsylvania, Texas, Illinois and Kansas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Texas, Illinois and Kansas and a billing and revenue cycle management business, Rev Flo Inc., whose operations were merged into Akumin’s wholly owned subsidiary, Akumin Corp., on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and the wholly owned subsidiaries of Akumin Holdings Corp., namely, Akumin Corp., Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL) and Advanced Diagnostics Group, LLC (ADG) (collectively, the Subsidiaries), all of which are located in the United States.

2 Basis of preparation

These condensed interim consolidated financial statements for the three and nine months ended September 30, 2019 have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (IFRS) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 and for the fifteen months ended December 31, 2017, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2018 consolidated financial statements, except for changes to the accounting policies described in note 3.

Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal period.

The condensed interim consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

( 5 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

On November 13, 2019, the Board of Directors (the Board) authorized the condensed interim consolidated financial statements for issuance.

3 Summary of significant accounting policies

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16, Leases (IFRS 16) and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company adopted IFRS 16 as at January 1, 2019, with modified retrospective application without restatement of prior year comparatives. Another new standard was also adopted as at January 1, 2019, IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s condensed interim consolidated financial statements.

Adoption of IFRS 16

During 2016, the IASB issued IFRS 16, Leases (IFRS 16), replacing IAS 17, Leases (IAS 17) and related interpretations. The standard introduces a single, on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessees recognize a right-of-use asset representing its control of and right to use the underlying asset and a lease liability representing its obligation to make future lease payments. As a result of adoption of IFRS 16 on January 1, 2019, the Company has recognized an increase of $110,902,436 to both property and equipment and lease liabilities on its condensed interim consolidated balance sheets. Lessor accounting remains similar to IAS 17.

IFRS 16 became effective for annual periods beginning on or after January 1, 2019. For leases where the Company is the lessee, it had the option of adopting a fully retrospective approach or a modified retrospective approach on transition to IFRS 16. The Company adopted the standard on January 1, 2019 using the modified retrospective approach. The Company applied the requirements of the standard retrospectively with no restatement of the comparative period. Under the modified retrospective approach, the Company chose to measure all right-of-use assets retrospectively as if the standard had been applied since lease commencement dates, which is January 1, 2019 for purposes of the Company’s IFRS 16 adoption. Substantially all of the Company’s operating leases are real estate leases for its imaging centres and corporate offices and for medical equipment. Other leased assets include office equipment. The Company recognized right-of-use assets and lease liabilities for its operating leases except for certain classes of underlying assets in which the underlying asset was considered to be of low-value; however, the Company may choose to elect the recognition exemptions regarding short-term leases on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future. Due to the removal of rent expense for leases, the Company’s operating expenses are reduced with a corresponding increase to depreciation and an increase to interest costs (due to accretion of the lease liability). There are no significant impacts to the Company’s existing finance leases under IAS 17 as a lessee.

( 6 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

IFRS 16 permits the use of recognition exemptions and practical expedients. The Company applied the following recognition exemptions and practical expedients:

· grandfathered the definition of leases for existing contracts at the date of initial application;

· excluded certain low-value leases from IFRS 16 lease accounting;

· applied a single discount rate to a portfolio of leases with reasonably similar characteristics at the date of initial application;

· excluded initial direct costs from the measurement of right-of-use assets at the date of initial application;

· used hindsight in determining lease term at the date of initial application; and

· relied on its assessment of whether leases are onerous applying IAS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.

The Company used its incremental borrowing rates as at January 1, 2019 to measure lease liabilities. The weighted average incremental borrowing rate for total lease liabilities as at January 1, 2019 was 6.0%. Prior to adopting IFRS 16, the Company’s total minimum operating lease commitments as at December 31, 2018 were $163,728,644 (note 15 of the Company’s 2018 annual financial statements). These lease commitments included expected exercise of optional renewal terms for most of the leases. The difference between this amount and the lease liabilities of $110,902,436 recognized on transition on January 1, 2019 was due to the effect of discounting on the minimum lease payments.

Changes to accounting policies for leases

The Company did not restate prior year comparative information under the modified retrospective approach. Therefore, the comparative information continues to be reported under IAS 17 and related interpretations.

Lessee accounting policy as a lessee

Applicable from January 1, 2019, the Company recognizes a right-of-use asset and a lease liability based on the present value of future lease payments when a lessor makes the leased asset available for use by the Company. Lease payments for assets that are exempt through the low-value exemption are recognized in operating expenses. The measurement of lease liabilities includes the fixed and in-substance fixed payments and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Certain leases require the Company to make payments that relate to property taxes, insurance and other non-rental costs. These costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability. If applicable, lease liabilities will also include the purchase option exercise price if the Company is reasonably certain to exercise that option, termination penalties if the lease term also reflects the termination option and amounts expected to be payable under a residual value guarantee. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest method. Lease liabilities are remeasured when there is a change in lease term, a change in the assessment of an option to purchase the leased asset, a change in expected residual value guarantee, or a change in future lease payments.

( 7 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

The right-of-use assets are measured at the initial amount of the lease liabilities plus any lease payments made at or before the commencement date net of lease incentives received, and decommissioning costs. Subsequent to initial measurement, the Company applies the cost model to the right-of-use assets with the exception of the fair value model application to right-of-use assets that meet the definition of investment property in IAS 40, Investment Property. Right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses governed by IAS 36 and any remeasurements of lease liabilities. The assets are depreciated on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms.

Discount rates used in the present value calculation are the interest rates implicit in the leases, or if the rates cannot be readily determined, the Company’s incremental borrowing rates. Lease terms applied are the contractual non-cancellable periods of the leases plus periods covered by an option to renew the leases if the Company expects to exercise that option and the periods covered by an option to terminate the leases if the Company expects not to exercise that option.

The Company has elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.

Critical accounting estimates and judgments for leases

The management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. The management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including operational performance and past business practice. The periods covered by renewal options are only included in the lease term if the management expects to renew. Changes in the economic environment or changes in the industry may impact the management’s assessment of lease term, and any changes in the management’s estimate of lease terms may have a material impact on the Company’s condensed interim consolidated balance sheets and the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

In determining the carrying amount of right-of-use assets and lease liabilities, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. The management determines the incremental borrowing rate of each leased asset by incorporating the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment.

( 8 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

4 Business combinations

i) On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida, for cash consideration of approximately $450,000 (Davie Acquisition). In accordance with the transaction agreement, $50,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		170,000
Real estate (right-of-use)		427,558
		597,558
Liabilities assumed
Non-current liabilities
Leases		427,558
Net assets acquired		170,000
Goodwill		280,000
Purchase price		450,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $252 thousand and loss before tax of approximately $7 thousand to the Company’s consolidated results for the nine months ended September 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $376 thousand in revenue and $10 thousand in loss before tax for the nine months ended September 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $170.5 million and $3.3 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

( 9 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

ii) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions).

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (note 9). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (note 7).

The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. Intangible assets include covenant not to compete, trade name and license arrangements. A deferred tax liability was assumed as part of the net assets acquired in the ADG Acquisitions. The Company has utilized unrecognized tax benefits against this deferred tax liability, which resulted in an income tax recovery of the same amount during the three-month period ended September 30, 2019.

	September 30,		June 30,
	2019		2019
	$		$
Assets acquired
Current assets
Cash		3,524,331		3,524,331
Accounts receivable		19,418,814		19,418,814
Prepaid expenses		269,012		269,012
		23,212,157		23,212,157
Non-current assets
Property and equipment		11,508,940		11,508,940
Intangible assets		9,010,000		—
Real estate and equipment (right-of-use)		16,626,110		16,626,110
		37,145,050		28,135,050
		60,357,207		51,347,207

( 10 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

	September 30,		June 30,
	2019		2019
	$		$
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		5,927,161		5,927,161
Non-current liabilities
ADG Acquisition – earn-out (note 7)		19,968,307		19,968,307
Deferred tax liability		422,056		—
Leases		16,626,110		16,626,110
		37,016,473		36,594,417
		42,943,634		42,521,578
Net assets acquired		17,413,573		8,825,629
Goodwill		198,615,203		207,203,147
Purchase price		216,028,776		216,028,776

These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market. The goodwill assessed on acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of these acquisitions have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, these acquisitions contributed revenue of approximately $24.4 million and income before tax of approximately $9.9 million to the Company’s consolidated results for the nine months ended September 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from these acquisitions had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $54.9 million in revenue and $22.1 million in income before tax for the nine months ended September 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $200.9 million and $15.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

( 11 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

iii) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida, for a cash consideration of $648,387 (Deltona Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		295,000
Real estate (right-of-use)		154,136
		449,136
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		57,880
Non-current liabilities
Leases		154,136
		212,016
Net assets acquired		237,120
Goodwill		411,267
Purchase price		648,387

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.1 million and income before tax of approximately $0.3 million to the Company’s consolidated results for the nine months ended September 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $2.4 million in revenue and $0.7 million in income before tax for the nine months ended September 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $171.7 million and $3.7 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

( 12 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

iv) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of approximately $11 million (El Paso Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete.

	$
Assets acquired
Current assets
Accounts receivable		1,275,726
Prepaid expenses		19,789
		1,295,515
Non-current assets
Property and equipment		3,922,481
Real estate (right-of-use)		3,612,019
Intangible assets		720,000
		9,550,015
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,024,631
Non-current liabilities
Leases		3,612,019
		4,636,650
Net assets acquired		4,913,365
Goodwill		6,086,635
Purchase price		11,000,000

This acquisition was an opportunity for the Company to increase its economies of scale across Texas. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.7 million and income before tax of approximately $0.6 million to the Company’s consolidated results for the nine months ended September 30, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $10.4 million in revenue and $3.3 million in income before tax for the nine months ended September 30, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $179.1 million and $6.1 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

( 13 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

v) On November 1, 2018, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Kissimmee, Florida, for a cash consideration of approximately $1.2 million (Kissimmee Acquisition), which was partly financed through the Syndicated Revolving Facility (note 9). The Company has made a fair value determination of the acquired assets and assumed liabilities as follows. During the three months ended September 30, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

	September 30,		March 31,		December 31,
	2019		2019		2018
	$		$		$
Assets acquired
Current assets
Accounts receivable		265,741		521,034		—
Non-current assets
Security deposits		48,000		48,000		48,000
Property and equipment		282,500		282,500		282,500
		330,500		330,500		330,500
		596,241		851,534		330,500
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		116,440		116,440		117,916
Net assets acquired		479,801		735,094		212,584
Goodwill		810,607		555,314		1,012,416
Purchase price		1,290,408		1,290,408		1,225,000

vi) On November 9, 2018, the Company acquired four outpatient diagnostic imaging centres in Broward County, Florida, for a cash consideration of approximately $12.1 million (Broward Acquisition), which included assumption of leases (excluding right to use assets) of approximately $1.3 million. It was partly financed through the Syndicated Revolving Facility (note 9). The Company has made a fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete. During the three months ended September 30, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

( 14 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

	September 30,		March 31,		December 31,
	2019		2019		2018
	$		$		$
Assets acquired
Current assets
Accounts receivable		1,568,533		2,635,890		—
Prepaid expenses		53,100		53,100		53,100
		1,621,633		2,688,990		53,100
Non-current assets
Property and equipment		2,662,363		2,662,363		2,662,363
Intangible assets		740,000		740,000		740,000
		3,402,363		3,402,363		3,402,363
		5,023,996		6,091,353		3,455,463
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		863,871		863,871		863,871
Non-current liabilities
Finance leases		1,256,413		1,256,413		1,256,413
		2,120,284		2,120,284		2,120,284
Net assets acquired		2,903,712		3,971,069		1,335,179
Goodwill		7,756,873		6,689,516		9,460,388
Purchase price		10,660,585		10,660,585		10,795,567

5 Accounts receivable

	September 30, 2019 $		December 31, 2018 $
Accounts receivable		94,224,004		38,284,265
Less: Allowance for credit losses		17,060,767		8,473,764
		77,163,237		29,810,501

The allowance for credit losses includes a provision for credit losses expense for the three and nine months ended September 30, 2019 of $4,405,139 and $8,587,003, respectively (2018 – $1,648,313 and $4,815,334).

( 15 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

6 Property and equipment and real estate and equipment (right-of-use assets)

Property and equipment

	Furniture									Equipment
	and		Office		Leasehold		Medical			under finance		Computer
	fixtures		equipment		improvements		equipment			leases		equipment		Total
	$		$		$		$			$		$		$
Cost
Balance – December 31, 2017		533,434		186,097		8,880,333		37,043,853			7,481,192		86,165		54,211,074
Additions		143,920		2,140		518,516		8,977,339			924,625		23,161		10,589,701
Business acquisitions		—		—		682,635		11,362,768			1,256,413		—		13,301,816
Disposals		—		—		—		(861,067	)		—		—		(861,067	)
Impairment		—		—		—		(963,335	)		—		—		(963,335	)
Balance – December 31, 2018		677,354		188,237		10,081,484		55,559,558			9,662,230		109,326		76,278,189
Additions		368,441		3,123		2,430,898		6,506,001			2,596,167		53,715		11,958,345
Business acquisitions		7,650		9,752		3,974,790		11,890,700			—		13,529		15,896,421
Disposals		—		—		—		(271,936	)		—		—		(271,936	)
Balance – September 30, 2019		1,053,445		201,112		16,487,172		73,684,323			12,258,397		176,570		103,861,019
Accumulated depreciation
Balance – December 31, 2017		105,028		86,270		968,363		8,588,397			2,413,325		46,764		12,208,147
Depreciation		71,790		31,017		847,374		7,120,289			1,065,782		15,831		9,152,083
Disposals		—		—		—		(328,975	)		—		—		(328,975	)
Impairment		—		—		—		(320,654	)		—		—		(320,654	)
Balance – December 31, 2018		176,818		117,287		1,815,737		15,059,057			3,479,107		62,595		20,710,601
Depreciation		68,759		24,121		936,487		7,749,787			1,103,957		19,343		9,902,454
Disposals		—		—		—		(82,225	)		—		—		(82,225	)
Balance – September 30, 2019		245,577		141,408		2,752,224		22,726,619			4,583,064		81,938		30,530,830
Net book value
December 31, 2017		428,406		99,827		7,911,970		28,455,456			5,067,867		39,401		42,002,927
December 31, 2018		500,536		70,950		8,265,747		40,500,501			6,183,123		46,731		55,567,588
September 30, 2019		807,868		59,704		13,734,948		50,957,704			7,675,333		94,632		73,330,189

( 16 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

Depreciation expense for the three and nine months ended September 30, 2019 was $3,750,222 and $9,902,454, respectively (2018 – $2,387,576 and $6,395,322). During the three and nine months ended September 30, 2019, the Company had net disposals of $91,549 and $189,711, respectively (2018 – $nil) and impairment of medical equipment and equipment under finance leases of $nil (2018 – $nil and $638,336).

Real estate and equipment (right-of-use assets)

	Equipment			Real estate			Total
	$			$			$
Cost
Balance – December 31, 2018		—			—			—
Additions		2,996,488			109,211,697			112,208,185
Business acquisitions		476,991			20,342,832			20,819,823
Disposals		(311,665	)		(723,076	)		(1,034,741	)
Balance – September 30, 2019		3,161,814			128,831,453			131,993,267
Accumulated depreciation
Balance – December 31, 2018		—			—			—
Depreciation		876,199			8,671,822			9,548,021
Disposals		(103,888	)		(72,955	)		(176,843	)
Balance – September 30, 2019		772,311			8,598,867			9,371,178
Net book value
December 31, 2018		—			—			—
September 30, 2019		2,389,503			120,232,586			122,622,089

Depreciation expense for the three and nine months ended September 30, 2019 was $3,441,947 and $9,548,022, respectively (2018 – $nil). During the three and nine months ended September 30, 2019, the Company had net disposals of $857,898 (2018 – $nil).

7 Earn-out liability (ADG Acquisition)

	September 30,		December 31,
	2019		2018
	$		$
ADG Acquisition – earn-out		20,534,510		—

A portion of the purchase price payable in respect of the ADG Acquisitions (note 4), specifically for SFL Radiology Holdings, LLC, is subject to an earn-out (the ADG Acquisition – earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

( 17 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

The value of the ADG Acquisition – earn-out liability has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition – earn-out liability as at May 31, 2019 of approximately $20.0 million based on a discount rate of 8.75% and management’s estimated probability weighted range of the ADG Acquisition – earn-out liability (it is considered a Level 3 liability as described in note 14). The ADG Acquisition – earn-out liability was revalued at approximately $20.5 million as at September 30, 2019 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at September 30, 2019, the range of estimated undiscounted ADG Acquisition – earn-out liability is between approximately $17 million and $29 million.

8 Lease liabilities

Finance

As at September 30, 2019, the Company’s finance lease liabilities were $6,059,254 (December 31, 2018 – $4,177,015). Of these obligations, the liabilities due within one year are $1,304,162. Interest expense accrued and paid during the three and nine months ended September 30, 2019 was $73,658 and $189,940, respectively (2018 – $42,633 and $127,538) and lease payments were $214,782 and $639,259, respectively (2018 – $171,438 and $388,467).

Other

As at September 30, 2019, the Company’s other lease liabilities were $126,225,639 (December 31, 2018 – $nil). Of these obligations, the liabilities due within one year are $8,804,299. Interest expense accrued and paid during the three and nine months ended September 30, 2019 was $1,927,858 and $5,205,050, respectively (2018 – $nil) and lease payments were $2,138,120 and $5,930,674, respectively (2018 – $nil).

9 Senior loans payable

The May 2019 Loans, Syndicated Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.

May 2019 Loans

On May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1.3 million under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance an acquisition near West Palm Beach, Florida (as

( 18 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

described in note 17). The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250 (note 10), partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million. The fair value of the May 2019 Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14). In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition (note 4) and, as at September 30, 2019, this credit facility had a balance of $17,600,000.

	September 30,			December 31,
	2019			2018
	$			$
Term Loan A and May 2019 Revolving Facility		67,475,000			—
Term Loan B		251,538,686			—
Less: Current portion		(3,320,000	)		—
		315,693,686			—

Subject to the provisions described below, the minimum annual principal payments with respect to the May 2019 Loans (face value) are as follows. This amount includes the increase in debt in October 2019 to partly finance the acquisition near West Palm Beach, Florida (as described in note 17):

a) Term Loan A and May 2019 Revolving Facility

	$
October 1, 2019 to December 31, 2019		165,000
2020		660,000
2021		1,980,000
2022		3,795,000
2023		4,290,000
2024		73,899,000
		84,789,000

b) Term Loan B

	$
October 1, 2019 to December 31, 2019		665,000
2020		2,660,000
2021		2,660,000
2022		2,660,000
2023		2,660,000
2024		254,030,000
		265,335,000

( 19 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at September 30, 2019 represented an asset to the Company of $342.

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract, with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) with (i) a cap rate of 3.00% (LIBOR) per annum and a termination date of July 31, 2022, and (ii) a floor rate of 1.86% (LIBOR) per annum and a termination date of January 31, 2021. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at September 30, 2019 represented a liability to the Company of $1,224,331.

Changes in the fair value of these derivatives are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

The May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the May 2019 Credit Agreement):

· Interest

The interest rates payable on the May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the May 2019 Loans are currently classified as Eurodollar Rate Loans. The interest rate paid under the May 2019 Credit Agreement as at September 30, 2019 was approximately 8.1% per annum (September 30, 2018 – nil%). With respect to interest rate sensitivity as at September 30, 2019, a 1% increase in variable interest rates would have increased interest expense for the nine-month period ended September 30, 2019 by approximately $1.1 million (2018 – $nil).

· Payments

The minimum principal payment schedule for the May 2019 Loans is noted herein.

( 20 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

· Termination

The termination date of the May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the May 2019 Credit Agreement.

· Restrictive covenants

In addition to certain covenants, the May 2019 Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

· Financial covenants

 The May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.

The Company is in compliance with the financial covenants and has no events of default under the May 2019 Credit Agreement as at September 30, 2019.

· Events of default

In addition to the above financial covenants, events of default under the May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

· Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the May 2019 Loans.

( 21 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the Syndicated Credit Agreement) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (Syndicated Term Loan) of $100,000,000 (face value) and a revolving credit facility of $30,000,000, of which $11,900,000 was utilized as at May 30, 2019 (the Syndicated Revolving Facility, and together with the Syndicated Term Loan, the Syndicated Loans). The Syndicated Loans could be increased by an additional $40,000,000 subject to certain conditions. The Company used $11,900,000 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition during the three months ended December 31, 2018. The proceeds of the Syndicated Term Loan were used to completely settle Akumin’s previous senior loan for $74,634,848, finance the Rose Acquisition in August 2018 and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000,000, net of debt issuance costs of approximately $2.2 million. The fair value of the Syndicated Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to settle the Syndicated Loans on May 31, 2019 for $112,482,181 (face value of $111,900,000 and accrued interest and related fees of $582,181). The Company also recorded a fair value loss of $1,843,262 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

	September 30,		December 31,
	2019		2018
	$		$
Syndicated Loans		—		109,872,412
Less: Current portion		—		2,500,000
		—		107,372,412

Wesley Chapel Loan                

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

( 22 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

	September 30,		December 31,
	2019		2018
	$		$
Wesley Chapel Loan		1,536,266		1,796,186
Less: Current portion		381,167		367,167
		1,155,099		1,429,019

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
October 1, 2019 to December 31, 2019		93,516
2020		385,952
2021		405,698
2022		426,454
2023		296,356
		1,607,976

The Wesley Chapel Loan provides for the following terms:

· Interest

5.0%.

· Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

· Termination

August 15, 2023.

· Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

· Financial covenants

None.

( 23 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

· Events of default

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

The Company has no events of default under the Wesley Chapel Loan as at September 30, 2019.

· Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

10 Subordinated notes payable

	September 30,		December 31,
	2019		2018
	$		$
Subordinated note		—		1,492,233
Subordinated note – earn-out		180,657		169,642
		180,657		1,661,875

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note – Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:

( 24 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 14). The Subordinated Note – Earn-out was revalued at $180,657 as at September 30, 2019 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at September 30, 2019, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

Payments and termination

Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note agreement places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

( 25 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

Events of default

Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note – Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note – Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note – Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note agreement as at September 30, 2019.

( 26 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

11 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares							Warrants						RSUs						Total
	Number		Amount		Number			Amount			Number			Amount			Number			Amount
			$					$						$						$
December 31, 2017		51,416,323		83,771,904		1,196,407			1,310,661			1,611,316			469,967			54,224,046			85,552,532
Issuance (i)		9,677,397		36,153,950		525,000			734,379			315,000			5,020,983			10,517,397			41,909,312
RSUs and warrants exercised		1,277,555		3,820,569		(471,895	)		(302,130	)		(805,660	)		(2,819,803	)		—			698,636
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443			128,160,480
Issuance (i)		6,250,000		23,437,500		—			—			—			1,352,870			6,250,000			24,790,370
RSUs and warrants exercised		593,997		2,593,329		(436,497	)		(569,733	)		(157,500	)		(712,450	)		—			1,311,146
Warrants expired		—		—		(256,002	)		(389,913	)		—			—			(256,002	)		(389,913	)
September 30, 2019		69,215,272		149,777,252		557,013			783,264			963,156			3,311,567			70,735,441			153,872,083

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed interim consolidated financial statements.

( 27 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

During the nine months ended September 30, 2018, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2018, the following equity issuances occurred at the Company:

In accordance with the authorization from the Board in November 2017, 230,000 RSUs were granted to certain employees of the Company on January 1, 2018. Subsequently, on March 1, 2018, the Board authorized issuance of 35,000 RSUs on March 1, 2018 and 50,000 RSUs on March 12, 2018 to certain employees of the Company. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are valued based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board.

b) During the three months ended June 30, 2018, the following equity issuances occurred at the Company:

i) The Company had 238,859 warrants that were due to expire on April 21, 2018 and 112,706 warrants that were due to expire on May 31, 2018. These warrants allowed warrant holders to purchase common shares of the Company on a 1:1 basis at an exercise price of $1.20 per common share of the Company. These warrants were exercised into common shares prior to expiry.

ii) On May 2, 2018, the Company completed a bought deal offering of its common shares by way of short form prospectus sale in each of the provinces of Canada, other than Quebec. A total of 8,750,000 common shares of the Company were sold at a price of $4.00 per common share, for gross proceeds of $35,000,000 (the Offering). The related issuance costs were approximately $1.8 million, which were deducted from common equity. The Offering was underwritten by a syndicate of underwriters (the Underwriters). The Underwriters were granted 525,000 broker warrants (Broker Warrants) in connection with the Offering, each such Broker Warrant entitling the holder to acquire one common share of the Company at a price of $4.00 per common share for a 24-month period following the closing of the Offering. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.3988 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of approximately 62%; remaining life of two years; price per common share on grant of warrants of $4.00; expected dividend yield of zero; and annual risk free interest rate of 1.93%.

iii) On May 24, 2018, the Company announced that PMI completed its previously announced acquisitions of all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres (the Acquisitions). The Acquisitions related to certain operations carried on in Austin, Fort Worth, Frisco, Grapevine/Colleyville, Irving, Plano and Round Rock. The aggregate consideration paid for the Acquisitions was approximately $21.6 million, comprised of an aggregate cash payment of approximately $17.9 million and the issuance of approximately $3.7 million in common shares of the Company (927,397 shares at $4.00 per share). The cash consideration included approximately $0.2 million paid to a non-wholly owned subsidiary, Preferred Imaging of Tarrant County, LLC, that was consolidated in the Company’s results.

( 28 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

c) During the three months ended September 30, 2018, the following equity issuances occurred at the Company:

i) During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares.

During the nine months ended September 30, 2019, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

i) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

ii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019.

b) During the three months ended June 30, 2019, the following equity issuances occurred at the Company:

i) The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions.

ii) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

iii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

( 29 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

c) During the three months ended September 30, 2019, the following equity issuances occurred at the Company:

i) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019.

The stock-based compensation related to RSUs, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2019, was $441,532 and $1,352,870, respectively (2018 – $1,324,595 and $4,166,356).

The stock-based compensation related to options, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2019, was $411,056 and $1,452,671, respectively (2018 – $99,403 and $298,209).

12 Commitments and contingencies

The Company is involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

13 Segmented financial information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

14 Risk management arising from financial instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the market rates of interest is insignificant. The estimated fair values of other non-current assets and liabilities were as follows:

( 30 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

	September 30,		December 31,
	2019		2018
	$		$
Loans to related parties		331,100		495,000
Syndicated loans payable		—		110,244,000
May 2019 loans payable		338,106,500		—
Wesley Chapel Loan payable		1,565,700		1,823,000
Subordinated notes payable		—		1,476,000
Subordinated notes – earn-out		180,657		169,642
ADG Acquisition – earn-out		20,534,510		—
Derivative financial instruments		1,223,989		(16,014	)
		361,611,356		113,696,628

Financial instruments recorded at fair value on the condensed interim consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

· Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

· Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

· Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The loans to related parties, the May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Notes, Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out and ADG Acquisition – Earn-out are subsequently remeasured at fair value under the Level 3 category.

There were no transfers between levels during the nine months ended September 30, 2019 and the twelve months ended December 31, 2018.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

( 31 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

	September 30,		December 31,
	2019		2018
	$		$
Cash		17,475,988		19,326,412
Accounts receivable		77,163,237		29,810,501
Loans to related parties		333,333		500,000
Financial assets measured at amortized cost		94,972,558		49,636,913
Accounts payable and accrued liabilities		24,333,175		16,865,477
Short-term portion of senior loans payable		3,701,167		2,867,167
Short-term portion of leases		10,108,461		851,183
Long-term portion of senior loans payable		316,848,786		108,801,431
Long-term portion of leases		122,176,433		3,325,832
Subordinated notes payable		—		1,492,233
Financial liabilities measured at amortized cost		477,168,022		134,203,323
Subordinated notes – earn-out		180,657		169,642
ADG Acquisition – earn-out		20,534,510		—
Derivative financial instruments		1,223,989		(16,014	)
Measured at fair value through profit or loss		21,939,156		153,628

15 Basic and diluted income per share

	Three-month period ended September 30, 2019 $		Three-month period ended September 30, 2018 $		Nine-month period ended September 30, 2019 $		Nine-month period ended September 30, 2018 $
Net income attributable to common shareholders		1,988,164		194,996		3,195,837		2,790,690
Weighted average common shares outstanding
Basic		69,215,272		61,449,209		65,517,233		56,925,714
Diluted		70,736,802		62,827,298		67,038,763		58,303,803
Income per share
Basic		0.03		0.00		0.05		0.05
Diluted		0.03		0.00		0.05		0.05

( 32 )

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

September 30, 2019

(expressed in US dollars unless otherwise stated)

16 Settlement costs (recoveries)

During the nine months ended September 30, 2019, the Company experienced net settlement recoveries of $1,438,662 (2018 – settlement costs of $29,494). During the three months ended September 30, 2019, the Company settled certain claims affecting PMI relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. During the nine months ended September 30, 2019, the Company received an aggregate of approximately $4.1 million from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI.

17 Subsequent events

i) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and the remaining unvested RSUs will vest between January 1 and March 12, 2020. Twenty-five thousand RSUs from these unvested RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan.

ii) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres near West Palm Beach, Florida, for cash consideration of approximately $18 million. This acquisition was mostly financed through the delayed draw portion of the Company’s Term Loans of $16 million and approximately $1 million under the Company’s revolving credit facility, both under the May 2019 Credit Agreement.

( 33 )

EX-99.41

Exhibit 99.41

 

Management’s Discussion and

Analysis of Financial Condition
and Results of Operations

For the three-month and nine-month periods ended September 30, 2019 and 2018

November 13, 2019

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Non-IFRS Measures	1
Forward-Looking Statements	1
Overview	3
Summary of Factors Affecting Our Performance	3
Number of Clinics	3
Competition	4
Industry Trends	4
How We Assess the Performance of Our Business	4
IFRS Measures	4
Non-IFRS Measures	5
Factors Affecting the Comparability of Our Results	6
Acquisition Activity	6
Newly Adopted Accounting Standards	6
Segments	6
Recent Developments	6
Acquisition-Related Activity	6
Davie Acquisition	6
ADG Acquisitions	6
Deltona Acquisition	7
El Paso Acquistion	7
Exercise of Certain Outstanding Warrants and RSUs	7
Subsequent Events	7
Results of Operations	8
Selected Consolidated Statements of Balance Sheet Information	12
Selected Financial Information	14
Liquidity and Capital Resources	16
General	16
Lending Arrangements and Debt	16
Financial Instruments	18
Off-Balance Sheet Arrangements	18
Share Information	18
Related Party Transactions	19
Critical Accounting Estimates	19
Accounts Receivable and Allowance for Credit Losses	19
Impairment of Goodwill and Long-Lived Assets	20
Income Taxes	20
Business Combinations	20
Contractual Allowances	20
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting	21
Risk Factors	21
Additional Information	21

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated November 13, 2019 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our condensed consolidated interim financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     1

· expected performance and cash flows;

· changes in laws and regulations affecting the Company;

· expenses incurred by the Company as a public company;

· future growth of the diagnostic imaging market;

· changes in reimbursement rates by insurance payors;

· the outcome of litigation and payment obligations in respect of prior settlements;

· the availability of radiologists at our contracted radiology practices;

· competition;

· acquisitions and divestitures of businesses;

· potential synergies from acquisitions;

· non-wholly owned and other business arrangements;

· access to capital and the terms relating thereto;

· technological changes in our industry;

· successful execution of internal plans;

· compliance with our debt covenants;

· anticipated costs of capital investments; and

· future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

· our ability to successfully grow the market and sell our services;

· general market conditions in the radiology and diagnostic imaging services industry;

· our ability to service existing debt;

· our ability to acquire new radiology and medical imaging centers and, upon acquisition, to successfully market and sell new services that we acquire;

· our ability to achieve the financing necessary to complete the acquisitions of new radiology and medical imaging centers;

· our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

· market conditions in the capital markets and the radiology and medical imaging services industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

· unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

· delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

· changes in laws and regulations;

· the loss of key management or personnel;

· the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

· the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

· no unforeseen changes in the legislative and operating framework for our business;

· no unforeseen changes in the prices for our services in markets where prices are regulated;

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     2

· no unforeseen changes in the regulatory environment for our services;

· a stable competitive environment; and

· no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States, with 129 centers located across Florida, Pennsylvania, Delaware, Texas, Illinois, Kansas and Georgia as of September 30, 2019. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include MRI, CT, positron emission tomography (PET), radiology, ultrasound, diagnostic radiology (X-ray), mammography, arthrography and other related procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provide close, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at		As at		As at		As at		As at
	Sep 30, 2019		Dec 31, 2018		Dec 31, 2017		Sep 30, 2016		Sep 30, 2015
Number of Diagnostic Imaging Facilities		129		96		74		39	14

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     3

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

· Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

· Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     4

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

	Three-month period			Three-month period			Nine-month period			Nine-month period
	ended			ended			ended			ended
(in thousands)	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Net income attributable to shareholders of Akumin	1,988			195			3,196			2,791
Income tax provision (recovery)		(398	)		24			148			327
Depreciation and amortization		8,142			2,577			20,907			6,849
Interest expense		9,591			1,482			18,361			4,201
EBITDA		19,323			4,278			42,612			14,168
Adjustments:
Stock-based compensation		853			1,424			2,805			4,465
Impairment of property and equipment		—			—			—			638
Settlement costs (recoveries)		(208	)		(99	)		(1,439	)		29
Acquisition-related costs		444			256			2,994			920
Public offering costs		—			—			—			814
Financial instruments revaluation and other (gains) losses		1,693			2,426			3,745			2,319
Sub-total		22,105			8,285			50,717			23,353
IFRS 16 impact on leases		(4,066	)		—			(11,136	)		—
Adjusted EBITDA		18,039			8,285			39,581			23,353
Revenue		68,874			39,131			170,410			109,331
Adjusted EBITDA Margin		26	%		21	%		23	%		21	%
Adjusted EBITDA		18,039			8,285			39,581			23,353
Less:
Depreciation and amortization		8,142			2,577			20,907			6,849
Interest expense		9,591			1,482			18,361			4,201
Add:
IFRS 16 impact on depreciation and interest expense		5,370			—			14,753			—
Sub-total		5,676			4,226			15,066			12,303
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,376			1,043			3,654			3,038
Adjusted net income attributable to shareholders of Akumin		4,300			3,183			11,412			9,265

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     5

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

Newly Adopted Accounting Standards

Our condensed consolidated interim financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2018 consolidated financial statements, except as described below relating to the adoption of IFRS 16 and International Financial Reporting Interpretations Committee (IFRIC) 23.

The Company initially adopted IFRS 16, Leases, as at January 1, 2019, with modified retrospective application, which does not require restatement of prior period results. Other new standard that is also effective from January 1, 2019 onward is IFRIC 23, Uncertainty over Income Tax Treatments, but it does not have a material effect on the Company’s financial statements. Please refer to note 3 of our condensed consolidated interim financial statements for further information on the adoption of these new accounting standards. Certain comparative information has been reclassified to conform to the presentation adopted in the current fiscal year.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the fiscal quarter ended September 30, 2019, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 28, 2019 for the year ended December 31, 2018, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Davie Acquisition

On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging center in Davie, Florida for cash consideration of approximately $450 (“Davie Acquisition”). In accordance with the transaction agreement, $50 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

ADG Acquisitions

On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centers (Florida - 21 and Georgia - 6) operated under Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the “ADG Acquisitions”).

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     6

The total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $217.6 million, of which $25 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $4.00 per share in accordance with the purchase agreements. The balance of this purchase price was mostly financed through the May 2019 Loans. For accounting purposes, the equity consideration was valued based on the share price at the close of May 31, 2019 ($23.4 million at $3.75 per share). Hence, the adjusted total purchase price for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (“ADG Acquisition earn-out”, estimated at $20.5 million as of September 30, 2019). These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market.

Deltona Acquisition

On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging center in Deltona, Florida for a cash consideration of $648 (“Deltona Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

El Paso Acquisition

On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centers in El Paso, Texas for a cash consideration of $11,000 (“El Paso Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale in Texas.

Exercise of Certain Outstanding Warrants and RSUs

a) During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

c) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019.

Subsequent Events

a) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and the remaining unvested RSUs will vest between January 1 and March 12, 2020. Twenty-five thousand RSUs from these unvested RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan.

b) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centers near West Palm Beach, Florida for cash consideration of approximately $18 million. This acquisition was mostly financed through the delayed draw portion of the Company’s senior term loan of $16 million and approximately $1 million under the Company’s revolving credit facility, both under the May 2019 Credit Agreement.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     7

Results of Operations

(i) Three-month period ended September 30, 2019 compared to three-month period ended September 30, 2018

The following tables summarize our results of operations for the three-month period ended September 30, 2019 compared to the three-month period ended September 30, 2018.

(in thousands)	Three-month period ended Sep 30, 2019			Three-month period ended Sep 30, 2018
Service fees - net of allowances and discounts		68,223			38,317
Other revenue		651			814
Revenue		68,874			39,131
Employee compensation		23,794			14,734
Reading fees		9,476			5,143
Rent and utilities		2,736			4,292
Third party services and professional fees		5,122			3,004
Administrative		3,253			1,779
Medical supplies and other expenses		1,797			1,383
Depreciation and amortization		8,142			2,577
Stock-based compensation		853			1,424
Interest expense		9,591			1,482
Settlement costs (recoveries)		(208	)		(99	)
Acquisition related costs		444			256
Financial instruments revaluation and other (gains) losses		1,693			2,426
Income before income taxes		2,181			730
Income tax provision (recovery)		(398	)		24
Non-controlling interests		591			511
Net income attributable to shareholders of Akumin		1,988			195
Adjusted EBITDA (in thousands)	Three-month period ended Sep 30, 2019			Three-month period ended Sep 30, 2018
Revenue	68,874			39,131
Less:
Employee compensation		23,794			14,734
Reading fees		9,476			5,143
Rent and utilities		2,736			4,292
Third party services and professional fees		5,122			3,004
Administrative		3,253			1,779
Medical supplies and other expenses		1,797			1,383
IFRS 16 impact on leases		4,066			—
Sub-total		50,244			30,335
Non-controlling interests		591			511
Adjusted EBITDA		18,039			8,285
Adjusted EBITDA Margin		26	%		21	%

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     8

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended September 30, 2019 were 1,435 (in thousands) compared to 850 in the three-month period ended September 30, 2018. In fiscal 2018, the Company completed the Tampa Acquisition effective May 11, 2018, the Rose Acquisition effective August 15, 2018, the Kissimmee Acquisition effective November 1, 2018 and the Broward Acquisition effective November 9, 2018 (collectively, the “2018 Acquisitions”). In fiscal 2019, the Company completed the Davie Acquisition effective April 1, 2019, the ADG Acquisitions effective May 31, 2019, the Deltona Acquisition effective May 31, 2019, and the El Paso Acquisition effective August 16, 2019 (collectively, the “2019 Acquisitions”). Excluding the 2018 Acquisitions (except for Tampa Acquisition and pro-rating for the Rose Acquisition) and 2019 Acquisitions, on a same-center basis, RVUs were 929 in the thee-month period ended September 30, 2019 compared to 846 in the three-month period ended September 30, 2018, which represents an increase of approximately 10%. This volume growth is broadly based across all markets.

Revenue was $68,874 and $39,131 for the three-month periods ended September 30, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the three-month period ended September 30, 2019, approximately 31% of service fee revenue was earned from auto/attorney payors, compared to approximately 11% in the three-month period ended September 30, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 38% to 35% in the three-month period ended September 30, 2019 compared to the three-month period ended September 30, 2018. This decrease is mainly attributable to the ADG Acquisitions, which have a larger proportion of higher-margin auto/attorney payors.

Reading fees. For the three-month period ended September 30, 2019 compared to the three-month period ended September 30, 2018, reading fees, as a percentage of revenue, increased from 13% to 14%. This increase is a result of the 2018 and 2019 Acquisitions.

Rent and utilities. For the three-month period ended September 30, 2019 compared to the three-month period ended September 30, 2018, rent and utilities decreased from 11% to 4% of revenue. This decrease is mainly attributable to the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 9% of revenue in the three-month period ended September 30, 2019.

Third party services and professional fees. For the three-month period ended September 30, 2019, third party services and professional fees as a percentage of revenue were 7%, compared to 8% in the three-month period ended September 30, 2018. The decrease as a percentage of revenue is partly due to the 2018 Acquisitions and 2019 Acquisitions and the fixed nature of certain costs included in third party services and professional fees.

Administrative expenses and medical supplies and other expenses. For the three-month period ended September 30, 2019 compared to the three-month period ended September 30, 2018, administrative expenses and medical supplies and other expenses decreased from 8% to 7% of revenue, partly due to the fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 8% of revenue in the three-month period ended September 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for three-month ended September 30, 2019 was $18,039 compared to $8,285 for the three-month period ended September 30, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions, the 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the thee-month period ended September 30, 2019 was 26% compared to 21% for the three-month period ended September 30, 2018.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $1,988 (3% of revenue) for the three-month period ended September 30, 2019 and net income for the three-month period ended September 30, 2018 was $195 (0% of revenue). This increase in net income is mainly due to timing of the above noted 2018 Acquisitions and 2019 Acquisitions. During the three-month period ended September 30, 2019, a deferred tax liability of $422 was assumed as part of the net assets acquired in the ADG Acquisitions. The Company utilized unrecognized tax benefits against this deferred tax liability, which resulted in an income tax recovery of the same amount.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     9

(ii) Nine-month period ended September 30, 2019 compared to nine-month period ended September 30, 2018

The following tables summarize our results of operations for the nine-month period ended September 30, 2019 compared to the nine-month period ended September 30, 2018.

(in thousands)	Nine-month period ended Sep 30, 2019			Nine-month period ended Sep 30, 2018
Service fees - net of allowances and discounts		168,588			107,244
Other revenue		1,822			2,087
Revenue		170,410			109,331
Employee compensation		60,458			38,387
Reading fees		24,242			14,796
Rent and utilities		6,935			11,461
Third party services and professional fees		12,637			8,706
Administrative		8,898			6,361
Medical supplies and other expenses		4,939			4,105
Depreciation and amortization		20,907			6,849
Stock-based compensation		2,805			4,465
Interest expense		18,361			4,201
Impairment of property and equipment		—			638
Settlement costs (recoveries)		(1,439	)		29
Acquisition related costs		2,994			920
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		3,745			2,319
Income before income taxes		4,928			5,280
Income tax provision		148			327
Non-controlling interests		1,584			2,162
Net income attributable to shareholders of Akumin		3,196			2,791
Adjusted EBITDA (in thousands)	Nine-month period ended Sep 30, 2019			Nine-month period ended Sep 30, 2018
Revenue		170,410			109,331
Less:
Employee compensation		60,458			38,387
Reading fees		24,242			14,796
Rent and utilities		6,935			11,461
Third party services and professional fees		12,637			8,706
Administrative		8,898			6,361
Medical supplies and other expenses		4,939			4,105
IFRS 16 impact on leases		11,136			—
Sub-total		129,245			83,816
Non-controlling interests		1,584			2,162
Adjusted EBITDA		39,581			23,353
Adjusted EBITDA Margin		23	%		21	%

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     10

Volume and revenue. RVUs related to service fee revenues in the nine-month period ended September 30, 2019 were 3,664 (in thousands) compared to 2,271 in the nine-month period ended September 30, 2018. Excluding the 2018 Acquisitions (except for pro-rating for the Tampa Acquisition and Rose Acquisition) and 2019 Acquisitions, on a same-center basis, RVUs were 2,419 in the nine-month period ended September 30, 2019 compared to 2,260 in the nine-month period ended September 30, 2018, which represents an increase of approximately 7%. This volume growth is broadly based across all markets.

Revenue was $170,410 and $109,331 for the nine-month periods ended September 30, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the nine-month period ended September 30, 2019, approximately 23% of service fee revenue was earned from auto/attorney payors, compared to approximately 10% in the nine-month period ended September 30, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, remained consistent in the nine-month period ended September 30, 2019 compared to the nine-month period ended September 30, 2018 at 35%.

Reading fees. Reading fees, as a percentage of revenue, remained consistent in the nine-month period ended September 30, 2019 compared to the nine-month period ended September 30, 2018 at 14%.

Rent and utilities. For the nine-month period ended September 30, 2019 compared to the nine-month period ended September 30, 2018, rent and utilities decreased from 10% to 4% of revenue. This decrease is mainly attributable to the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 10% of revenue in the nine-month period ended September 30, 2019.

Third party services and professional fees. For the nine-month period ended September 30, 2019, third party services and professional fees as a percentage of revenue were 7%, compared to 8% in the nine-month period ended September 30, 2018. The decrease as a percentage of revenue is partly due to the 2018 Acquisitions and 2019 Acquisitions and the fixed nature of certain costs included in third party services and professional fees.

Administrative expenses and medical supplies and other expenses. For the nine-month period ended September 30, 2019 compared to the nine-month period ended September 30, 2018, administrative expenses and medical supplies and other expenses decreased from 10% to 8% of revenue, partly due to the fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 9% of revenue in the nine-month period ended September 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for nine-month ended September 30, 2019 was $39,581 compared to $23,353 for the nine-month period ended September 30, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions and 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the nine-month periods ended September 30, 2019 and 2018 increased from 21% to 23%.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $3,196 (2% of revenue) for the nine-month period ended September 30, 2019 and net income for the nine-month period ended September 30, 2018 was $2,791 (3% of revenue). This increase in net income is mainly due to the above noted 2018 Acquisitions and 2019 Acquisitions and an income tax recovery (noted below) partly offset by higher acquisition costs, interest, depreciation and financial instrument revaluation losses upon extinguishment of the Syndicated Loans. During the nine-month period ended September 30, 2019, a deferred tax liability of $422 was assumed as part of the net assets acquired in the ADG Acquisitions. The Company utilized unrecognized tax benefits against this deferred tax liability, which resulted in an income tax recovery of the same amount.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     11

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position (in thousands)	As at Sep 30, 2019		As at Dec 31, 2018
Cash		17,476		19,326
Total assets		636,561		240,778
Less: Right of use assets		122,622		—
Total assets, excluding right of use assets		513,939		240,778
Total debt (1)		454,240		117,507
Less: Other lease liabilities		126,226		—
Total debt, excluding other lease liabilities		328,014		117,507
Non-controlling interests		2,766		2,467
Shareholders’ equity		134,688		103,938

(1) Total debt consists of borrowing under the credit facility, subordinated debt-earn-out, Wesley Chapel Loan and lease liabilities (including finance leases and other leases), including both the current and non-current portions.

Cash was $17,476 as at September 30, 2019, a decrease of $1,850, as compared to $19,326 as at December 31, 2018. The decrease in cash during the nine-month period ended September 30, 2019 was due to $10,773 provided by operating activities and $197,811 provided by financing activities, offset by $210,434 used in investing activities. The classification of cash flows was impacted by adoption of IFRS 16 effective January 1, 2019.

Accounts receivable were $77,163 as at September 30, 2019, an increase of $47,352, as compared to $29,811 as at December 31, 2018. This increase is mainly due to $25,728 of accounts receivable recognized in the purchase price allocations for Rose Acquisition, Kissimmee Acquisition, Broward Acquisition, ADG Acquisitions and El Paso Acquisition.

As at September 30, 2019, the Company’s days of sales outstanding (“DSO”) were approximately 98 days (approximately 92 days at June 30, 2019). Excluding attorney/auto payors, DSO were approximately 77 days (approximately 69 days at June 30, 2019). The increase in DSO is a result of increased revenue in the period from strong organic growth, higher proportion of revenue mix from attorney/auto payors with a longer collection cycle, transition of ADG Acquisitions’ revenue cycle process to Akumin’s platform during the quarter and the continued efforts of integrating previously announced acquisitions onto Akumin’s revenue cycle platform.

Property and equipment was $195,952 as at September 30, 2019, an increase of $140,385, as compared to $55,567 as at December 31, 2018. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for Davie Acquisition ($598), ADG Acquisitions ($28,135) Deltona Acquisition ($449) and El Paso Acquisition ($7,535), right of use assets recognized upon adoption of IFRS 16 ($110,902), additions to right of use assets ($1,306), and capital expenditures ($11,958) partly offset by depreciation ($19,450) and net disposals ($1,048).

Intangible assets were $11,942 as at September 30, 2019, an increase of $8,273, as compared to $3,669 as at December 31, 2018. This increase is due to intangible assets recognized in the purchase price allocations for ADG Acquisitions ($9,010) and El Paso Acquisition ($720), partly offset by amortization recorded in the period.

Goodwill was $330,828 as at September 30, 2019, an increase of $200,288 of as compared to $130,540 as at December 31, 2018. This increase is attributable to goodwill recognized from the 2019 Acquisitions, partly offset by decreases in goodwill mainly due to revisions to accounts receivable recognized in the purchase price allocations for the Rose Acquisition, the Kissimmee Acquisition and the Broward Acquisition totaling $5,105.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     12

Total debt (excluding other lease liabilities) was $328,014 as at September 30, 2019, an increase of $210,507 as compared to $117,507 as at December 31, 2018. This increase is attributable to May 2019 Loans proceeds ($333,600), non-cash interest accretion ($1,185), loss on revaluation upon settlement of Syndicated Loans and subordinated note ($1,850), loss on revaluation of derivative financial instruments liability ($1,224), and loss on revaluation of Subordinated

Note – Earn-out ($11), partly offset by loan repayments ($112,963), repayment of subordinated note ($1,500), debt issuance costs ($14,782), and increase in finance lease liabilities ($1,882).

The Company’s shareholders’ equity was $134,688 as at September 30, 2019, an increase of $30,750 as compared to $103,938 as at December 31, 2018. This increase is due to issuance of $23,438 in common shares related to the ADG Acquisitions, $1,311 in warrants exercised, stock-based compensation of $2,805 and net income of $3,196 earned by the Company during the nine-month period ended September 30, 2019.

Non-controlling interests were $2,766 as at September 30, 2019, an increase of $299, as compared to $2,467 as at December 31, 2018. The non-controlling interests are associated with the Texas Acquisition. In the nine-month period ended September 30, 2019, net income attributable to the non-controlling interests was $1,584, partly offset by distributions of $1,285.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     13

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

	Q3			Q2			Q1			Q4			Q3			Q2			Q1			Q4
(in thousands, except EPS) (1)	2019			2019			2019			2018			2018			2018			2018			2017
RVUs		1,435			1,163			1,066			1,020			850			756			666			n/a
Revenue (2)		68,874			53,985			47,551			45,452			39,131			36,774			33,425			35,239
Adjusted EBITDA		18,039			12,290			9,251			9,200			8,285			8,260			6,807			8,272
Adjusted EBITDA Margin		26	%		23	%		19	%		20	%		21	%		22	%		20	%		23	%
Depreciation and amortization		8,142			6,635			6,130			3,003			2,577			2,164			2,108			2,063
IFRS 16 impact on depreciation		3,442			3,110			2,996			—			—			—			—			—
Depreciation and amortization excluding IFRS 16 impact		4,700			3,525			3,134			3,003			2,577			2,164			2,108			2,063
Interest expense		9,591			5,300			3,469			1,778			1,482			1,379			1,340			1,398
IFRS 16 impact on interest expense		1,928			1,683			1,594			—			—			—			—			—
Interest expense excluding IFRS 16 impact		7,663			3,617			1,875			1,778			1,482			1,379			1,340			1,398
Net income (loss) attributable to shareholders of Akumin		1,988			(961	)		2,169			2,210			195			1,436			1,160			2,579
EPS - Basic		0.03			(0.01	)		0.03			0.04			0.00			0.02			0.02			0.06
EPS - Diluted		0.03			(0.01	)		0.03			0.04			0.00			0.02			0.02			0.06
Effective tax rate (3)		24.3	%		24.3	%		24.3	%		24.7	%		24.7	%		24.7	%		24.7	%		36.5	%
Adjusted net income (loss) attributable to shareholders of Akumin		4,300			3,900			3,214			3,328			3,183			3,552			2,530			3,055
Adjusted EPS - Basic (4)		0.06			0.06			0.05			0.05			0.05			0.06			0.05			0.07
Adjusted EPS - Diluted (4)		0.06			0.06			0.05			0.05			0.05			0.06			0.05			0.07
Cash		17,476			22,018			18,897			19,326			20,370			19,814			9,877			12,145
Total assets		636,561			616,082			353,111			240,778			220,782			189,330			171,276			170,748
Right of use assets		122,622			122,275			107,906			—			—			—			—			—
Total assets, excluding right of use assets		513,939			493,807			245,205			240,778			220,782			189,330			171,276			170,748
Total debt		454,240			438,258			226,395			117,507			103,620			76,015			75,930			75,765
Other lease liabilities (5)		126,226			124,586			109,060			—			—			—			—			—
Total debt, excluding other lease liabilities		328,014			313,672			117,335			117,507			103,620			76,015			75,930			75,765
Non-controlling interests		2,766			2,632			2,543			2,467			2,549			2,474			5,872			6,341
Shareholders’ equity		134,688			131,847			107,540			103,938			100,491			98,595			76,867			74,065
Capital (6)		445,226			423,500			205,978			202,119			183,741			154,796			142,920			137,685

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Due to the adoption of IFRS 15 effective January 1, 2018, comparative revenue figures have been restated and are now reported net of provision for credit losses. Please refer to note 2 of the December 31, 2018 consolidated financial statements.

(3) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(4) Adjusted EPS means Adjusted net income (loss) attributable to shareholders of Akumin divided by Akumin’s weighted average common shares outstanding for the period (basic or diluted). (5) Other lease liabilities include leases other than finance leases.

(6) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     14

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected non-IFRS financial information on a last twelve-month (“LTM”) and last quarter annualized (“LQA”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, during the LTM period ended September 30, 2019, the Company made the following acquisitions: Kissimmee Acquisition (November 1, 2018), Broward Acquisition (November 9, 2018), Davie Acquisition (April 1, 2019), ADG Acquisitions (May 31, 2019), Deltona Acquisition (May 31, 2019) and El Paso Acquisition (August 16, 2019). As a result, the LTM period ended September 30, 2019 does not contain a full twelve months contribution from these acquisitions. The LQA period ended September 30, 2019 does not contain a full contribution from the El Paso Acquisition. The Company monitors the following information to measure its overall financial performance.

	LQA			LTM			Year ended
(in thousands, except EPS)	Q3 2019			Q3 2019			Dec 31, 2018
RVUs		5,740			4,684			3,291
Revenue		275,496			215,863			154,782
Adjusted EBITDA		72,156			48,781			31,775
Adjusted EBITDA Margin		26	%		23	%		21	%
Adjusted EPS - Diluted (1)		0.24			0.22			0.20
Adjusted Return on Capital (“ROC”) (2)		9	%		8	%		10	%
Adjusted Return on Equity (“ROE”) (3)		13	%		13	%		13	%

(1) Adjusted EPS – Diluted (LTM) is calculated as the sum of the last four quarters’ Adjusted EPS - Diluted.

(2) Adjusted ROC is defined as LTM or LQA Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM or LQA Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     15

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such debt and equity issuances are noted in the Company’s consolidated financial statements for the three and nine-month periods ended September 30, 2019.

As at September 30, 2019, the Company had cash of $17,476.

As at September 30, 2019, the Company had $328,014 of senior loans payable, derivative financial instruments liability, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of September 30, 2019, $5,005 of these liabilities are due within one year.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

As at September 30, 2019, we had other lease liabilities of $126,226, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of September 30, 2019, $8,804 of these liabilities are due within one year. As at September 30, 2019, the Company had finance lease liabilities of $6,059. As of September 30, 2019, $1,304 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

May 2019 Loans

On May 31, 2019 the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (“Term Loan A”, “Term Loan B” and collectively, “Term Loans”) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, of which $3,300 was utilized as at May 31, 2019 (the “May 2019 Revolving Facility”, and together with the Term Loans, the “May 2019 Loans”). $16,000 of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1,300 under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance an acquisition near West Palm Beach, Florida. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used to refinance the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisition and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300, net of debt issuance costs of approximately $14.8 million. In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition and as at September 30, 2019, this credit facility had a balance of $17,600.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     16

Syndicated Loan

The Company entered into a credit agreement dated August 15, 2018 (the “Syndicated Credit Agreement”) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (“Syndicated Term Loan”) of $100,000 (face value) and a revolving credit facility of $30,000, of which, $11,900 was utilized as of May 30, 2019 (the “Syndicated Revolving Facility”, and together with the “Syndicated Term Loan”, the “Syndicated Loans”). The Syndicated Loans could be increased by an additional $40,000 subject to certain conditions. The Company used $11,900 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition. The proceeds of the Syndicated Term Loan were used to completely settle the August 2017 Term Loan for $74,635, finance the Rose Acquisition, and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000, net of debt issuance costs of approximately $2.2 million.

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to refinance the Syndicated Loans on May 31, 2019 for $112,482 (face value of $111,900 and accrued interest and related fees of $582). The Company also recorded a fair value loss of $1,843 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of September 30, 2019, the face value of the Wesley Chapel Loan was $1,608 (amortized cost of $1,536).

Subordinated Note Payable

As part of the Tampa Acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note - Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note - Earn-out was revalued at $181 as at September 30, 2019 and the change in fair value was recognized in the consolidated statement of net income (loss) and comprehensive income (loss).

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     17

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, loans to related parties, accounts payable and accrued liabilities, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the loans to related parties, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract, with a financial institution in order to mitigate interest rate risk under the May 2019 Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000 as at July 31, 2019) with (i) a cap rate of 3.00% (LIBOR) per annum and a termination date of July 31, 2022, and (ii) a floor rate of 1.86% (LIBOR) per annum and a termination date of January 31, 2021.

Financial assets measured at amortized cost include cash, accounts receivable and loans to related parties. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan and Subordinated Note. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out and ADG Acquisition-earn-out, as financial liabilities at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. There have been no significant changes to those risks impacting the Company since December 31, 2018, nor has there been a significant change in the composition of its financial instruments since December 31, 2018, except for the May 2019 Loans and the ADG Acquisition earn-out, which mainly relate to the ADG Acquisitions in May 2019.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of approximately $181.

Share Information

As of the date of this MD&A, we have 69,240,272 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 4,113,268 common shares, or approximately 5.94% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, including RSUs that are not yet exercisable, we would be required to issue up to an additional 938,156 common shares, or approximately 1.35% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     18

Further, as of the date of this MD&A, there are 557,013 warrants to purchase common shares which are issued and outstanding. If those warrants were to be exercised, we would be required to issue an additional 557,013 common shares, or approximately 0.80% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s condensed consolidated interim financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

On February 9, 2018, the Company announced that certain senior officers and directors of the Company acquired an aggregate of 532,857 common shares of the Company at $3.50 per share for total cash consideration of $1,865. The shares were acquired pursuant to a previous exercise of a call option by Z Strategies Inc., a corporation controlled by Riadh Zine, the President and Chief Executive Officer of the Company. The call option was entered into in connection with Akumin US’s acquisition of Preferred Medical Imaging, LLC effective August 9, 2017 at the request of certain selling securityholders of Preferred Medical Imaging, LLC. On February 8, 2018, Akumin US agreed to lend an aggregate of $500 to the Company’s President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary in connection with the purchase by such officers of a total of approximately 142,857 common shares under that call option, as nominees of Z Strategies Inc. The principal amount remaining from time to time unpaid and outstanding on such loan shall bear interest at 6% per annum and will be payable on the maturity date, being February 8, 2021. The borrowing officers of the Company have granted a security interest in the common shares purchased by them with the loan proceeds in favour of Akumin Corp. As of September 30, 2019, the balance of the related parties’ loan was $333.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost less loss allowances. During the nine-month period ended September 30, 2019 the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     19

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and insurance companies for such services.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     20

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 28, 2019 for its fiscal year ended December 31, 2018, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols “AKU.U” and “AKU”.

AKUMIN INC    |    Management’s Discussion and Analysis    |    Q3 2019     21

EX-99.42

Exhibit 99.42

 

Akumin Inc. Announces Third Quarter 2019 Financial Results

November 14, 2019 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today its financial results for the quarter ended September 30, 2019 (“Q3 Fiscal 2019”).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Sep. 30, 2019		3-month period ended Sep. 30, 2018		9-month period ended Sep. 30, 2019		9-month period ended Sep. 30, 2018
RVUs		1,435		850		3,664		2,271
Revenue		68,874		39,131		170,410		109,331
EBITDA (1)		19,323		4,278		42,612		14,168
Adjusted EBITDA (1)		18,039		8,285		39,581		23,353
EPS – Diluted		0.03		0.00		0.05		0.05
Adjusted EPS - Diluted (1)		0.06		0.05		0.17		0.16

⁽¹⁾ See “Non-IFRS Measures” below. 

Commenting on the Q3 Fiscal 2019 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “The quarter ending September 30, 2019 represents another fiscal quarter of growth and financial performance in-line with management’s expectation, including revenue of $68.9 million and Adjusted EBITDA of $18.0 million.

“Akumin’s volume in Q3 Fiscal 2019 was approximately 1,435,000 RVUs, compared to approximately 850,000 RVUs in Q3 Fiscal 2018, an increase of 69%. On an organic volume basis, RVUs increased by 10% compared to Q3 Fiscal 2018. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

“Q3 Fiscal 2019 includes partial contribution of the recently announced acquisition in El Paso, Texas, completed on August 16, 2019. In early October 2019, the Corporation also completed a tuck-in acquisition in West Palm Beach, Florida, which is not reflected in the quarter.”

Akumin would like to remind interested parties of the Corporation’s Third Quarter Fiscal 2019 Financial Results Call, to be held today from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. A related presentation will be available for download on Akumin’s website at https://akum.in/Q3-presentation. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation.

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The Corporation has retained the services of Hinge Markets Inc., led by Jeffrey White, to provide investor relations services and to increase awareness of the Corporation and its activities with its existing and potential shareholders. Mr. White, founder of Hinge Markets Inc., and a lawyer by training, has spent more than 20 years in the capital markets as a professional and a senior executive in both corporate finance and institutional equity sales.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Fiscal 2018 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” , “Adjusted net income (loss) attributable to shareholders of Akumin” and “Adjusted EPS – Diluted”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated November 13, 2019 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

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“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White
Investor Relations
1-866-640-5222
jeffrey.white@akumin.com

< Financial tables follow. >

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Selected Consolidated Financial Information

(in thousands)	Three-month period ended Sep 30, 2019			Three-month period ended Sep 30, 2018
Service fees - net of allowances and discounts		68,223			38,317
Other revenue		651			814
Revenue		68,874			39,131
Employee compensation		23,794			14,734
Reading fees		9,476			5,143
Rent and utilities		2,736			4,292
Third party services and professional fees		5,122			3,004
Administrative		3,253			1,779
Medical supplies and other expenses		1,797			1,383
Depreciation and amortization		8,142			2,577
Stock-based compensation		853			1,424
Interest expense		9,591			1,482
Settlement costs (recoveries)		(208	)		(99	)
Acquisition related costs		444			256
Financial instruments revaluation and other (gains) losses		1,693			2,426
Income before income taxes		2,181			730
Income tax provision (recovery)		(398	)		24
Non-controlling interests		591			511
Net income attributable to shareholders of Akumin		1,988			195
Adjusted EBITDA (in thousands)	Three-month period ended Sep 30, 2019			Three-month period ended Sep 30, 2018
Revenue		68,874			39,131
Less:
Employee compensation		23,794			14,734
Reading fees		9,476			5,143
Rent and utilities		2,736			4,292
Third party services and professional fees		5,122			3,004
Administrative		3,253			1,779
Medical supplies and other expenses		1,797			1,383
IFRS 16 impact on leases		4,066			—
Sub-total		50,244			30,335
Non-controlling interests		591			511
Adjusted EBITDA		18,039			8,285
Adjusted EBITDA Margin		26	%		21	%

- 5 -

(in thousands)	Nine-month period ended Sep 30, 2019			Nine-month period ended Sep 30, 2018
Service fees - net of allowances and discounts		168,588			107,244
Other revenue		1,822			2,087
Revenue		170,410			109,331
Employee compensation		60,458			38,387
Reading fees		24,242			14,796
Rent and utilities		6,935			11,461
Third party services and professional fees		12,637			8,706
Administrative		8,898			6,361
Medical supplies and other expenses		4,939			4,105
Depreciation and amortization		20,907			6,849
Stock-based compensation		2,805			4,465
Interest expense		18,361			4,201
Impairment of property and equipment		—			638
Settlement costs (recoveries)		(1,439	)		29
Acquisition related costs		2,994			920
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		3,745			2,319
Income before income taxes		4,928			5,280
Income tax provision		148			327
Non-controlling interests		1,584			2,162
Net income attributable to shareholders of Akumin		3,196			2,791
Adjusted EBITDA (in thousands)	Nine-month period ended Sep 30, 2019			Nine-month period ended Sep 30, 2018
Revenue\		170,410			109,331
Less:
Employee compensation		60,458			38,387
Reading fees		24,242			14,796
Rent and utilities		6,935			11,461
Third party services and professional fees		12,637			8,706
Administrative		8,898			6,361
Medical supplies and other expenses		4,939			4,105
IFRS 16 impact on leases		11,136			—
Sub-total		129,245			83,816
Non-controlling interests		1,584			2,162
Adjusted EBITDA		39,581			23,353
Adjusted EBITDA Margin		23	%		21	%

- 6 -

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Sep 30, 2019			Three-month period ended Sep 30, 2018			Nine-month period ended Sep 30, 2019			Nine-month period ended Sep 30, 2018
Net income attributable to shareholders of Akumin		1,988			195			3,196			2,791
Income tax provision (recovery)		(398	)		24			148			327
Depreciation and amortization		8,142			2,577			20,907			6,849
Interest expense		9,591			1,482			18,361			4,201
EBITDA		19,323			4,278			42,612			14,168
Adjustments:
Stock-based compensation		853			1,424			2,805			4,465
Impairment of property and equipment		—			—			—			638
Settlement costs (recoveries)		(208	)		(99	)		(1,439	)		29
Acquisition-related costs		444			256			2,994			920
Public offering costs		—			—			—			814
Financial instruments revaluation and other (gains) losses		1,693			2,426			3,745			2,319
Sub-total		22,105			8,285			50,717			23,353
IFRS 16 impact on leases		(4,066	)		—			(11,136	)		—
Adjusted EBITDA		18,039			8,285			39,581			23,353
Revenue		68,874			39,131			170,410			109,331
Adjusted EBITDA Margin		26	%		21	%		23	%		21	%
Adjusted EBITDA		18,039			8,285			39,581			23,353
Less:
Depreciation and amortization		8,142			2,577			20,907			6,849
Interest expense		9,591			1,482			18,361			4,201
Add:
IFRS 16 impact on depreciation and interest expense		5,370			—			14,753			—
Sub-total		5,676			4,226			15,066			12,303
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,376			1,043			3,654			3,038
Adjusted net income attributable to shareholders of Akumin		4,300			3,183			11,412			9,265

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

EX-99.43

Exhibit 99.43

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mohammad Saleem, Chief Financial Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended September 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2019 

(Signed) “Mohammad Saleem”

Mohammad Saleem
Chief Financial Officer

EX-99.44

Exhibit 99.44

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended September 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2019

(Signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.45

Exhibit 99.45

FORM 52-109F1R
CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Akumin Inc. (the “issuer”) has refiled its annual financial statements and annual management’s discussion & analysis for the financial year ended December 31, 2018.

I, Mohammad Saleem, the Chief Financial Officer of the issuer, certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2018.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on the principles set out in the “Internal Control – Integrated Framework (2013)” issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR -- material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have:

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A:

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2018 and ended on December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: November 14, 2019

( Signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.46

Exhibit 99.46

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended September 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2019

(Signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.47

Exhibit 99.47

Akumin Inc.
Change of Auditor Notice

Pursuant to National Instrument 51-102, Section 4.11

I. Former auditor

a. On November 29, 2019, PricewaterhouseCoopers LLP resigned as the auditor of Akumin Inc. at the request of Akumin Inc.

b. The Audit Committee (and/or the Board of Directors) participated in and/or approved the decision to change the auditor.

c. The auditor’s reports of PricewaterhouseCoopers LLP on the financial statements of Akumin Inc. for the two years ended December 31, 2018 did not contain any modifications as to departures from generally accepted accounting principles or limitation in the scope of the audit.

d. In connection with the audits for the two years ended December 31, 2018 and through to November 29, 2019, there have been no reportable events, as defined in the National Instrument.

II. Successor auditor

The reporting issuer has appointed Ernst & Young LLP as its new auditor as of December 2, 2019. The Audit Committee and the Board of Directors considered and approved the appointment.

Dated at Toronto, Ontario, this 2^nd day of December, 2019.

AKUMIN INC.
By:	“Mohammad Saleem”
	Mohammad Saleem
	Chief Financial Officer

EX-99.48

Exhibit 99.48

December 2, 2019

To:

British Columbia Securities Commission,

Alberta Securities Commission,

Financial and Consumer Affairs Authority of Saskatchewan,

The Manitoba Securities Commission,

Ontario Securities Commission,

Financial and Consumer Services Commission (New Brunswick),

Nova Scotia Securities Commission,

Office of the Superintendent of Securities, Service Newfoundland & Labrador,

Office of the Superintendent of Securities, Government of Prince Edward Island,

We have read the statements made by Akumin Inc. in the attached copy of change of auditor notice dated December 2, 2019, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated December 2, 2019.

Yours very truly,

 

Chartered Professional Accountants, Licensed Public Accountants

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

EX-99.49

Exhibit 99.49

  Ernst & Young LLP 2 MiamiCentral Suite 1500 700 NW 1st Avenue Miami, FL 33136   Tel: +1 305 358 4111 Fax: +1 305 415 1411 ey.com  

December 2, 2019

Ontario Securities Commission

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Financial and Consumer Services Commission of New Brunswick

Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island

Nova Scotia Securities Commission

Securities Commission of Newfoundland and Labrador

Dear Sirs/Mesdames:

                   Re:                     Akumin Inc. (the “Company”) – Change of Auditor

                   Pursuant to section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of the Company dated December 2, 2019 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm.

Yours very truly,

“Ernst & Young LLP”

Certified Public Accountants
Miami, Florida

cc.       Board of Directors, Akumin Inc. 

A member firm of Ernst & Young Global Limited

EX-99.50

Exhibit 99.50

Akumin Announces Change of Auditor

December 2, 2019 – Plantation, FL – Akumin Inc. (TSX: AKU.U; AKU) (“Akumin” or the “Corporation”) announced that it has changed its auditors to Ernst & Young LLP. At the request of the Corporation, PricewaterhouseCoopers LLP, the former auditors, resigned effective November 29, 2019 and the board of directors appointed Ernst & Young LLP as the Corporation’s auditor effective December 2, 2019 until the next annual general meeting of the Corporation. The change of auditor was made in connection with the Corporation’s intention to commence reporting its financial statements in U.S. GAAP instead of IFRS during the 2020 fiscal year, as discussed at its annual general meeting of shareholders held June 21, 2019. Prior to the appointment of Ernst & Young as the successor auditors, the board of directors approved the addition of U.S. head office for the Corporation in Plantation, Florida. Toronto, Ontario would remain the Canadian head office.

“We would like to thank PricewaterhouseCoopers LLP for their audit expertise and guidance these past several years and we are pleased to announce that Ernst & Young LLP will act as our auditors going forward. We expect to continue to use PricewaterhouseCoopers for non-audit services,” said Riadh Zine, President and Chief Executive Officer of Akumin.

There were no reservations in PricewaterhouseCoopers LLP’s audit reports for the period commencing at the beginning of Akumin’s two most recent financial years and ending at the date of PricewaterhouseCoopers’ resignation. There are no “reportable events,” as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), between Akumin and PricewaterhouseCoopers.

In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the former auditor and the successor auditor, have been reviewed by the board of directors of the Company and filed on SEDAR.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White
Investor Relations
1-866-640-5222

jeffrey.white@akumin.com

EX-99.51

Exhibit 99.51

TSX TRUST COMPANY

VIA ELECTRONIC TRANSMISSION

March 13, 2020

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

RE:	AKUMIN INC.
	Confirmation of Notice of Record and Meeting Dates

We are pleased to confirm that Notice of Record and Meeting Dates was sent to The Canadian Depository for Securities.

We advise the following with respect to the upcoming Annual General and Special Meeting of Security Holders for the subject issuer:

1	ISIN:	CA01021F1099
	CUSIP:	01021F109
2	Date Fixed for the Meeting:	May 14, 2020
3	Record Date for Notice:	April 7, 2020
4	Record Date for Voting:	April 7, 2020
5	Beneficial Ownership Determination Date:	April 7, 2020
6	Classes or Series of Securities that entitle the holder to receive Notice of the Meeting:	COMMON
7	Classes or Series of Securities that entitle the holder to vote at the meeting:	COMMON
8	Business to be conducted at the meeting:	Annual General and Special
9	Notice-and-Access:
	Registered Shareholders:	NO
	Beneficial Holders:	NO
	Stratification Level:	Not Applicable
10	Reporting issuer is sending proxy-related materials directly to Non-Objecting Beneficial Owners:	YES
11	Issuer paying for delivery to Objecting Beneficial Owners:	YES

Yours truly,

TSX Trust Company

“Rosa Garofalo”

Senior Relationship Manager

Rosa.Garofalo@tmx.com

VANCOUVER 650 West Georgia Street,
Suite 2700 Vancouver, BC V6B 4N9 T 604 689-3334 CALGARY 300-5th Avenue SW, 10th floor
Calgary, AB T2P 3C4 T 403 218-2800 TORONTO 301 - 100 Adelaide Street West
Toronto ON M5H 4H1 Toll Free 1-866-600-5869 T 416 361-0930 MONTRÉAL 1800 - 1190, avenue des
Canadiens-de-Montréal, C. P. 37
Montréal (Québec) H3B 0G7 T 514 395-5964

EX-99.52

Exhibit 99.52

Akumin designates imaging centers for COVID-19 response

March 23, 2020 – Plantation, FL – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin”) announced today it will be dedicating 10 of its freestanding, outpatient diagnostic imaging centers (the “Designated Centers”) across its regions to focus specifically on patients who have been diagnosed with an active case of COVID-19, the disease caused by the novel coronavirus, or who have similar symptoms. Those patients can receive imaging procedures, such as CT, X-ray or Ultrasound, to the extent they have been ordered by a physician who determines such services to be necessary or useful in connection with their medical assessment and treatment related to COVID-19. This decision will also allow such patients to receive essential medical imaging studies which may be necessary in connection with COVID-19 or other conditions unrelated to COVID-19. While Akumin continues to follow CDC and state and local health department guidelines relating to infectious disease protocols at all of its centers to protect its patients, personnel and the broader community, the Designated Centers will maintain heightened decontamination protocols.

“Akumin is taking these actions to do its part to help its communities in response to COVID-19 by dedicating healthcare resources to dealing with this pandemic while ensuring the safety of its employees and patients,” said Riadh Zine, CEO of Akumin.

All other Akumin imaging centers remain open to provide imaging services for our patients, subject to local laws and compliance with CDC guidelines. These imaging centers will continue to screen patients before entry, based on CDC guidelines, and will direct symptomatic patients to the Designated Centers. In addition, Akumin will work with local health authorities to provide an alternative imaging option to hospital essential imaging services so that resources at hospitals can be focused on, and redirected to dealing with, the coronavirus outbreak. Also, subject to local public health orders intended to fight the novel coronavirus and preserve personal protective equipment, Akumin patients with scheduled screening studies may experience a deferral of their studies.

The Designated Centers will, starting March 25, 2020, initially include the following locations:

Locations	Address	Telephone
Florida – Akumin Fleming Island	4565 US Hwy 17 South, Ste 150 Fleming Island, FL 32003	(904) 592-4700
Florida – Akumin Maitland	7960 Forest City Rd Ste 102 Orlando, FL 32810-2938	(407) 544-3451
Florida – Akumin North Miami	88 NE 168th St North Miami Beach, FL 33162-3410	(305) 770-4343
Florida – Akumin St Petersburg	3451 66th St N Ste B Saint Petersburg, FL 33710-1568	(727) 347-4674

Florida – Akumin Tampa	5107 N Armenia Ave Tampa, FL 33603-1405	(813) 637-2906
Florida – Akumin Weston	2229 N Commerce Pkwy Ste 150 Weston, FL 33326-3239	(954) 349-0054
Pennsylvania – Akumin Grant	1619 Grant Ave Ste 10 Philadelphia, PA 19115-3161	(215) 934-6100
Pennsylvania – Akumin Haverford	600 E Township Line Rd Havertown, PA 19083-5716	(610) 446-1800
Texas – Akumin Denton	1614 Scripture St Ste 2 Denton, TX 76201-3838	(940) 387-6159
Texas – Akumin Mesquite	2540 N Galloway Ave Ste 202 Mesquite, TX 75150-4813	(972) 681-6340

Patients are encouraged to check www.akumin.com prior to their appointment to confirm current facility status and scheduling.

About Akumin

Akumin is a leading provider of outpatient diagnostic imaging services in the United States, with freestanding centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders, thereby reducing the need for unnecessary invasive procedures and contributing to lower costs and better outcomes for patients. Our imaging procedures include magnetic resonance imaging (MRI), computerized tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 28, 2019, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct.

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The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

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EX-99.53

Exhibit 99.53

FORM 13-502F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, Mohammad Saleem, an officer of the reporting issuer noted below have examined this Form 13-

502F1 (the “Form”) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

(Signed) “Mohammad Saleem”	March 31, 2020
Name:     Mohammad Saleem	Date:
Title:       Chief Financial Officer and Corporate Secretary

Reporting Issuer Name:	Akumin Inc.
End date of previous financial year:	December 31, 2019
Type of Reporting Issuer:	☒ Class 1 reporting issuer	☐ Class 3B reporting issuer
Highest Trading Marketplace:	TSX
(refer to definition of “highest trading marketplace” under OSC Rule 13-502 Fees)
Market value of listed or quoted equity securities:
(in Canadian Dollars – refer to section 7.1 of OSC Rule 13-502 Fees)
Equity Symbol	AKU.U
1st Specified Trading Period (dd/mm/yy) (refer to definition of “specified trading period” under OSC Rule 13-502 Fees)	01/01/19                              to         31/03/19
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$4.76 (USD$3.56)                              (i)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period		62,576,770                                 (ii)
Market value of class or series	(i) x (ii) CAD$297,865,425.20             (A)
2nd Specified Trading Period (dd/mm/yy)	01/04/19                     to         30/06/19
(refer to definition of “specified trading period” under OSC Rule 13-502 Fees)
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace		CAD$4.80 (USD$3.67)                     (iii)
Number of securities in the class or series of such security		69,215,272                         (iv)

outstanding at the end of the last trading day of the specified trading period
Market value of class or series	(iii) x (iv) CAD$332,233,305.60         (B)
3rd Specified Trading Period (dd/mm/yy) (refer to definition of “specified trading period” under OSC Rule 13-502 Fees)		01/07/19                 to         30/09/19
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace			CAD$4.03 (USD$3.04)             (v)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period			69,215,272                 (vi)
Market value of class or series	(v) x (vi)		CAD$278,937,546.16             (C)
4th Specified Trading Period (dd/mm/yy)		01/10/19                 to         31/12/19
(refer to definition of “specified trading period” under OSC Rule 13-502 Fees)
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace			CAD$4.81 (USD$3.70)                (vii)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period			69,840,928            (viii)
Market value of class or series	(vii) x (viii)		CAD$335,934,863.68            (D)
5th Specified Trading Period (dd/mm/yy)		n/a                 to         n/a
(if applicable — refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace			$n/a                                     (ix)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period			______________________(x)
Market value of class or series		(ix) x (x) $n/a                                                      (E)
Average Market Value of Class or Series
(Calculate the simple average of the market value of the class or series of security
for each applicable specified trading period (i.e. A through E above))		CAD$311,242,785.16                            (1)
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to

- 2 -

paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous
financial year)
Fair value of outstanding debt securities
(See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of the OSC Rule 13-		$n/a                                                  (2)
502 Fees)
(Provide details of how value was determined)
Capitalization for the previous financial year	(1) + (2)	CAD$311,242,785.16
Participation Fee		CAD$29,365.00
(For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select
the participation fee)
(For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select
the participation fee)
Late fee, if applicable
(As determined under Section 2.7 of OSC Rule 13-502 Fees)		N/A
Total Fee Payable
(Participation Fee plus Late Fee)		CAD$29,365.00

- 3 -

EX-99.54

Exhibit 99.54

Akumin Inc.

Consolidated Financial Statements

December 31, 2019

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Independent Auditor’s Report		1 – 4
Consolidated Balance Sheets		5
Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)		6
Consolidated Statements of Changes in Equity		7
Consolidated Statements of Cash Flows		8
Notes to Consolidated Financial Statements		9 – 63

Independent auditor’s report

To the Shareholders of Akumin Inc.

Opinion

We have audited the consolidated financial statements of Akumin Inc. (the Company), which comprise the consolidated balance sheet as at December 31, 2019, and the consolidated statement of net income and comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2019 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards (Canadian GAAS) and auditing standards generally accepted in the United States of America (U.S. GAAS). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada and the United States, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of a matter – Adoption of IFRS 16

As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for leases in 2019 due to the adoption of International Financial Reporting Standard 16, Leases, and the related amendments. Our opinion is not modified in respect of this matter.

Other matter

The consolidated financial statements of the Company for the year ended December 31, 2018, were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on November 13, 2019.

Other information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian GAAS or U.S. GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian GAAS and U.S. GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies and material weaknesses in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Maria Camila Cote.

Miami, Florida, USA

March 31, 2020

Akumin Inc.

Consolidated Balance Sheets

(expressed in US dollars unless otherwise stated)

	December 31, 2019			December 31, 2018
	$			$
Assets
Current assets
Cash		23,388,916			19,326,412
Accounts receivable (note 4)		82,867,225			29,810,501
Prepaid expenses and other current assets		3,927,949			1,049,285
		110,184,090			50,186,198
Security deposits and other assets		1,967,053			815,450
Property and equipment (note 5)		199,624,371			55,567,588
Goodwill (notes 3 and 7)		342,221,551			130,539,869
Intangible assets (note 6)		9,387,169			3,668,596
		663,384,234			240,777,701
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 8)		26,262,225			16,865,477
Leases (note 10)		10,940,545			851,183
Senior loans payable (note 11)		3,705,952			2,867,167
Earn-out liability (note 9)		7,529,962			—
		48,438,684			20,583,827
Leases (note 10)		126,159,235			3,325,832
Senior loans payable (note 11)		337,178,150			108,801,431
Derivative financial instruments (note 11)		951,702			—
Subordinated notes payable (note 12)		—			1,492,233
Subordinated notes payable – earn-out (note 12)		184,485			169,642
Earn-out liability (note 9)		7,304,105			—
Deferred tax liability (note 14)		1,571,664			—
		521,788,025			134,372,965
Shareholders’ equity
Common shares (note 13)		151,997,555			123,746,423
Warrants (note 13)		734,379			1,742,910
Contributed surplus (notes 13 and 16)		6,149,186			5,088,376
Deficit		(20,188,761	)		(26,640,173	)
Equity attributable to shareholders of Akumin Inc.		138,692,359			103,937,536
Non-controlling interests (note 23)		2,903,850			2,467,200
		141,596,209			106,404,736
		663,384,234			240,777,701
Commitments and contingencies (note 15)
Subsequent events (note 25)

Approved by the Board of Directors

“(Signed) Riadh Zine” Director “(Signed) Thomas Davies” Director

The accompanying notes are an integral part of these consolidated financial statements.

(5)

Akumin Inc.

Consolidated Statements of Net Income and Comprehensive Income

(expressed in US dollars unless otherwise stated)

	Year ended December 31, 2019			Year ended December 31, 2018
	$			$
Revenue
Service fees – net of allowances and discounts		244,841,400			152,012,831
Other revenue		2,594,903			2,769,236
		247,436,303			154,782,067
Expenses
Employee compensation		85,899,654			57,653,048
Reading fees		35,243,843			20,560,092
Rent and utilities		9,728,325			16,435,169
Third party services and professional fees		19,084,397			11,300,654
Administrative		12,459,281			8,767,662
Medical supplies and other		7,456,085			5,716,480
Depreciation and amortization (notes 5 and 6)		28,271,299			9,852,034
Stock-based compensation (notes 13 and 16)		3,554,765			5,702,395
Interest expense (notes 10, 11 and 12)		28,937,680			5,979,035
Impairment of property and equipment (note 5)		—			642,681
Settlement costs (recoveries) (note 22)		(1,881,233	)		43,029
Acquisition related costs		3,403,160			2,425,577
Public offering costs		—			813,545
Financial instruments revaluation and other (gains) losses (note 21)		3,835,354			2,843,262
		235,992,610			148,734,663
Income before income taxes		11,443,693			6,047,404
Income tax provision (recovery) (note 14)		2,792,652			(1,526,534	)
Net income and comprehensive income for the period		8,651,041			7,573,938
Non-controlling interests (note 23)		2,199,629			2,574,137
Net income attributable to common shareholders		6,451,412			4,999,801
Net income per share (note 20)
Basic		0.10			0.09
Diluted		0.09			0.08

The accompanying notes are an integral part of these consolidiated financial statements.

(6)

Akumin Inc.

Consolidated Statements of Changes in Equity

(expressed in US dollars unless otherwise stated)

	Common shares		Warrants			Contributed surplus			Deficit			Non- controlling interest			Total equity
	$		$			$			$			$			$
Balance as at December 31, 2017		83,771,904		1,310,661			2,205,784			(13,223,745	)		6,340,583			80,405,187
Acquisition of non-controlling interests (note 13)		—		—			—			(18,416,229	)		(3,074,267	)		(21,490,496	)
Net income and comprehensive income		—		—			—			4,999,801			2,574,137			7,573,938
Issuance of common shares – net of issuance costs (note 13)
Acquisition consideration		3,709,588		—			—			—			—			3,709,588
Public offering		32,444,362		—			—			—			—			32,444,362
RSUs and warrants exercised (note 13)		3,820,569		(302,130	)		(2,819,803	)		—			—			698,636
Issuance of warrants (note 13)		—		734,379			—			—			—			734,379
Stock-based compensation expense		—		—			5,702,395			—			—			5,702,395
Payment to non-controlling interests (note 23)		—		—			—			—			(3,373,253	)		(3,373,253	)
Balance as at December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			6,451,412			2,199,629			8,651,041
Issuance of common shares – net of issuance costs (note 13)
Acquisition consideration		23,437,500		—			—			—			—			23,437,500
RSUs and warrants exercised (note 13)		4,813,632		(569,733	)		(2,932,753	)		—			—			1,311,146
Warrants expired (note 13)		—		(438,798	)		438,798			—			—			—
Stock-based compensation expense		—		—			3,554,765			—			—			3,554,765
Payment to non-controlling interests (note 23)		—		—			—			—			(1,762,979	)		(1,762,979	)
Balance as at December 31, 2019		151,997,555		734,379			6,149,186			(20,188,761	)		2,903,850			141,596,209

The accompanying notes are an integral part of these consolidated financial statements.

(7)

Akumin Inc.

Consolidated Statements of Cash Flows

(expressed in US dollars unless otherwise stated)

	Year ended December 31, 2019			Year ended December 31, 2018
	$			$
Cash flows provided by (used in)
Operating activities
Net income (loss) for the period		8,651,041			7,573,938
Adjustments for
Depreciation and amortization		28,271,299			9,852,034
Stock-based compensation (notes 13 and 16)		3,554,765			5,702,395
Impairment of property and equipment		—			642,681
Interest expense – accretion of debt		1,928,111			591,191
Deferred income tax expense (recovery)		1,149,608			(1,755,083	)
Financial instruments revaluation and other (gains) losses		3,835,354			2,843,262
Changes in non-cash working capital
Accounts receivable		(25,243,156	)		(15,523,343	)
Prepaid expenses, security deposits and other assets		(3,657,429	)		(1,048,918	)
Accounts payable and accrued liabilities		1,369,580			(2,459,457	)
		19,859,173			6,418,700
Investing activities
Property and equipment and intangible assets		(12,447,634	)		(9,739,344	)
Business acquisitions – net of cash acquired (note 3)		(218,659,981	)		(35,310,993	)
		(231,107,615	)		(45,050,337	)
Financing activities
Loan proceeds (note 11)		354,114,000			111,900,000
Loan repayments (note 11)		(113,887,167	)		(76,043,474	)
Issuance costs – loans		(14,781,765	)		(2,211,914	)
Leases – principal payments		(8,182,289	)		(555,259	)
Subordinated notes (note 12)		(1,500,000	)		—
Common shares (note 13)		1,311,146			35,698,637
Equity issuance costs		—			(1,821,260	)
Acquisition of non-controlling interests		—			(17,780,909	)
Payment to non-controlling interests		(1,762,979	)		(3,373,253	)
		215,310,946			45,812,568
Increase in cash during the period		4,062,504			7,180,931
Cash – Beginning of period		19,326,412			12,145,481
Cash – End of period		23,388,916			19,326,412
Supplementary information
Interest expense paid		27,155,608			5,386,688
Income taxes paid		487,598			329,562

The accompanying notes are an integral part of these consolidated financial statements.

(8)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

1 Presentation of consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumin’s wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), all of which are located in the United States.

2 Summary of significant accounting policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The significant accounting policies described below have been applied consistently to all periods presented. Certain comparative information has been reclassified to conform with the presentation adopted in the current fiscal period.

These consolidated financial statements were approved by the Board of Directors (the Board) and authorized for issue by the Board on March 30, 2020.

Basis of presentation

The consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Functional and reporting currency and foreign currency translation

The functional and reporting currency of the Company and the Subsidiaries is US dollars. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Non-monetary assets and liabilities are translated at rates prevailing at the dates of acquisition. Revenues and expenses are translated at the average rate of exchange in effect during the month the transaction occurred. All exchange gains and losses are recognized in the current year’s earnings.

Cash

Cash includes cash on hand and cash held with banks.

Property and equipment

Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the declining balance method, unless stated otherwise, as follows:

Medical equipment and equipment under finance leases	20	%
Computer and office equipment	30	%
Furniture and fittings	15	%
Leasehold improvements	straight-line over
	term of lease

Expenditures for maintenance and repairs are charged to operations as incurred. Operating lease buyouts and significant upgrades are capitalized.

Intangible assets

The Company classifies intangible assets, obtained through acquisitions or developed internally, as definite lived. Intangible assets consist of software costs, trade name, license arrangements and covenants not to compete; these intangible assets are recorded at cost and are amortized over their estimated useful lives, using the declining balance method, unless stated otherwise, as follows:

Software costs, trade name and license arrangements	20	%
Covenant not to compete	straight-line over
	term of contract

The Company reviews the appropriateness of the amortization period related to the definite lived intangible assets annually.

Goodwill

Goodwill is recognized as the fair value of the consideration transferred, less the fair value of the net identifiable assets acquired and liabilities assumed, as at the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to groups of cash generating units (CGUs) that are expected to benefit from the synergies of the combination. The determination of CGUs and the level at which goodwill is monitored requires judgment by management.

(10)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company’s CGUs generally represent individual business units below the level of the Company’s operating segment. Goodwill is tested annually for impairment as at October 1 and as required when impairment indicators exist, by comparing the carrying value of the CGUs against the recoverable amount (higher of value in use and fair value less costs to sell).

Impairment of long-lived assets

The Company assesses, at each reporting date, whether there is an indication that a long-lived asset may be impaired. If any indication exists, the Company estimates the recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other CGUs. The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use.

Fair value less costs to sell is the amount obtainable from the sale of an asset or CGU in an arm’s length transaction between knowledgeable, willing parties, less the costs to sell. Costs of disposal are incremental costs directly attributable to the disposal of an asset and income tax expense.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

If the carrying amount of an asset or CGU exceeds its recoverable amount, an impairment charge is recognized immediately in the consolidated statements of net income (loss) and comprehensive income (loss) by the amount by which the carrying amount of the asset or CGU exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset (except goodwill) or CGU is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

Revenue recognition

The Company adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15), as at January 1, 2018, with full retrospective application. Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies.

(11)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third party payers. The Company’s performance obligations are satisfied when services are rendered to the patient. Third party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, attorneys, and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. A provision for credit losses is also recorded in accordance with IFRS 9. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

IFRS 15 applies a single model for recognizing revenue from contracts with customers. It requires revenue to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps:

i) identify the contract with a customer;

ii) identify the performance obligation in the contract;

iii) determine the transaction price;

iv) allocate the transaction price to the performance obligations in the contract; and

v) recognize revenue when (or as) the entity satisfies a performance obligation.

Earnings per share

Basic earnings per common share (EPS) is calculated by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting the net earnings available to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive instruments.

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Current income tax expense represents the amount of income taxes payable based on tax law that is enacted or substantively enacted at the reporting date, and is adjusted for changes in estimates of tax expense recognized in prior periods. A current tax liability or asset is recognized for income taxes payable, or paid but recoverable, in respect of all periods to date.

(12)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company uses the deferred tax method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the consolidated financial statements’ carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) in the period in which the enactment or substantive enactment occurs. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is more likely than not that future taxable income will be available to utilize such amounts. Deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is no longer probable that the related tax benefits will be realized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Financial instruments

On January 1, 2018, the Company adopted IFRS 9, Financial Instruments (IFRS 9), retrospectively. IFRS 9 addresses the classification, measurement and recognition of financial assets and liabilities. It establishes three measurement categories for financial assets: amortized cost, fair value through profit or loss (FVTPL) and fair value through other comprehensive income (FVOCI). The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset.

Under IFRS 9, financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL or the Company has opted to measure them at FVTPL.

a) Measurement of financial assets and liabilities

Financial assets (such as cash and accounts receivable) and liabilities (such as accounts payable, accrued liabilities, leases and loans) at amortized cost are initially recognized at fair value, and subsequently are carried at amortized cost less any impairment. Derivative financial instruments and earn-outs are initially recognized and subsequently measured at fair value.

b) Impairment of financial assets

The expected credit loss (ECL) model under IFRS 9 applies to financial assets measured at amortized cost, contract assets and debt instruments measured at FVOCI, but not to investments in equity instruments.

Under IFRS 9, expected credit losses are measured as follows:

• twelve-month ECL – ECLs that result from possible default events within twelve months after the reporting date; and

• lifetime ECLs – ECLs that result from all possible default events over the expected life of a financial instrument.

(13)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company measures provision for credit losses at an amount equal to lifetime ECLs, except for the following, which are measured based on twelve-month ECLs:

• cash and loans to related parties for which the risk of default occurring over the expected life of the financial instrument has not increased significantly since initial recognition.

In applying the IFRS 9 impairment requirements, the Company applies the general approach for cash and loans to related parties, while the Company measures provision for credit losses for accounts receivable at an amount equal to lifetime ECLs using the simplified approach.

In order to assess whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes information based on the Company’s historical experience and other forward-looking information. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

c) Measurement of ECLs

ECLs are a probability weighted estimate of provision for credit losses. Provision for credit losses is measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows the Company expects to receive. ECLs are discounted at the effective interest rate of the financial asset; however, due to the short-term nature of most of the Company’s financial assets measured at amortized cost, the time value of money is not expected to be significant in the calculation of the ECL.

For accounts receivable, the Company uses a provision matrix to determine the ECLs based on actual credit loss experience with consideration of forward-looking information including changes to economic conditions that would impact its customers.

The Company applies the general approach for loans to related parties, considering any significant increases in credit risk for such receivables since inception. In determining the ECLs for such receivables, the Company considers actual credit loss experience with consideration of forward-looking information including changes to economic conditions that would impact the payers.

Leases

During 2016, the IASB issued IFRS 16, Leases (IFRS 16), replacing IAS 17, Leases (IAS 17) and related interpretations. The standard introduces a single, on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessees recognize a right-of-use asset representing its control of and right to use the underlying asset and a lease liability representing its obligation to make future lease payments. As a result of adoption of IFRS 16 on January 1, 2019, the Company has recognized an increase of $98,744,716 to both property and equipment and lease liabilities on its consolidated balance sheets. Lessor accounting remains similar to IAS 17.

(14)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

IFRS 16 became effective for annual periods beginning on or after January 1, 2019. For leases where the Company is the lessee, it had the option of adopting a fully retrospective approach or a modified retrospective approach on transition to IFRS 16. The Company adopted the standard on January 1, 2019 using the modified retrospective approach. The Company applied the requirements of the standard retrospectively with no restatement of the comparative period. Under the modified retrospective approach, the Company chose to measure all right-of-use assets retrospectively as if the standard had been applied since lease commencement dates, which is January 1, 2019 for purposes of the Company’s IFRS 16 adoption. Substantially all of the Company’s operating leases are real estate leases for its imaging centres and corporate offices and for medical equipment. Other leased assets include office equipment. The Company recognized right-of-use assets and lease liabilities for its operating leases except for certain classes of underlying assets in which the underlying asset was considered to be of low-value; however, the Company may choose to elect the recognition exemptions regarding short-term leases on a class-by-class basis for new classes, and lease-by-lease basis, respectively, in the future. Due to the removal of rent expense for leases, the Company’s operating expenses are reduced with a corresponding increase to depreciation and an increase to interest costs (due to accretion of the lease liability). There are no significant impacts to the Company’s existing finance leases under IAS 17 as a lessee.

IFRS 16 permits the use of recognition exemptions and practical expedients. The Company applied the following recognition exemptions and practical expedients:

• grandfathered the definition of leases for existing contracts at the date of initial application;

• excluded certain low-value leases from IFRS 16 lease accounting;

• applied a single discount rate to a portfolio of leases with reasonably similar characteristics at the date of initial application;

• excluded initial direct costs from the measurement of right-of-use assets at the date of initial application;

• used hindsight in determining lease term at the date of initial application; and

• relied on its assessment of whether leases are onerous applying IAS 37, Provisions, Contingent Liabilities and Contingent Assets, immediately before the date of initial application as an alternative to performing an impairment review.

The Company used its incremental borrowing rates as at January 1, 2019 to measure lease liabilities. The weighted average incremental borrowing rate for total lease liabilities as at January 1, 2019 was 6.7%. Prior to adopting IFRS 16, the Company’s total minimum operating lease commitments as at December 31, 2018 were $163,728,644. These lease commitments included expected exercise of optional renewal terms for most of the leases. The difference between this amount and the lease liabilities of $98,744,716 recognized on transition on January 1, 2019 was due to the effect of discounting on the minimum lease payments.

(15)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Changes to accounting policies for leases

The Company did not restate prior year comparative information under the modified retrospective approach. Therefore, the comparative information continues to be reported under IAS 17 and related interpretations.

Lessee accounting policy as a lessee

Applicable from January 1, 2019, the Company recognizes a right-of-use asset and a lease liability based on the present value of future lease payments when a lessor makes the leased asset available for use by the Company. Lease payments for assets that are exempt through the low-value exemption are recognized in operating expenses. The measurement of lease liabilities includes the fixed and in-substance fixed payments and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Certain leases require the Company to make payments that relate to property taxes, insurance and other non-rental costs. These costs are typically variable and are not included in the calculation of the right-of-use asset or lease liability. If applicable, lease liabilities will also include the purchase option exercise price if the Company is reasonably certain to exercise that option, termination penalties if the lease term also reflects the termination option and amounts expected to be payable under a residual value guarantee. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest method. Lease liabilities are remeasured when there is a change in lease term, a change in the assessment of an option to purchase the leased asset, a change in expected residual value guarantee, or a change in future lease payments.

The right-of-use assets are measured at the initial amount of the lease liabilities plus any lease payments made at or before the commencement date net of lease incentives received, and decommissioning costs.

Subsequent to initial measurement, the Company applies the cost model to the right-of-use assets. Right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses governed by IAS 36 and any remeasurements of lease liabilities. The assets are depreciated on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms.

Discount rates used in the present value calculation are the interest rates implicit in the leases, or if the rates cannot be readily determined, the Company’s incremental borrowing rates. Lease terms applied are the contractual non-cancellable periods of the leases plus periods covered by an option to renew the leases if the Company expects to exercise that option and the periods covered by an option to terminate the leases if the Company expects not to exercise that option.

The Company has elected to not separate fixed non-lease components from lease components and instead account for each lease component and associated fixed non-lease components as a single lease component.

Critical accounting estimates and judgments for leases

The management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. The management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including operational performance and past business practice. The periods covered by renewal options are only included in the lease term if the management expects to renew. Changes in the economic environment or changes in the industry may impact the management’s assessment of lease term, and any changes in the management’s estimate of lease terms may have a material impact on the Company’s consolidated balance sheets and the consolidated statements of net income (loss) and comprehensive income (loss).

(16)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

In determining the carrying amount of right-of-use assets and lease liabilities, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. The management determines the incremental borrowing rate of each leased asset by incorporating the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment.

Leases (IAS 17)

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all of the benefits and risks incidental to the ownership of property is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the fair value of the leased property as at the inception date or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statements of net income (loss) and comprehensive income (loss).

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Operating lease payments are recognized as an operating expense in the consolidated statements of net income (loss) and comprehensive income (loss) on a straight-line basis over the lease term.

Warrants

Financial instruments issued by the Company are classified as equity only to the extent they do not meet the definition of a financial liability or financial asset. The Company has issued warrants that are convertible into common stock; these warrants are classified as equity instruments.

Restricted share units

Restricted share units (RSUs) are issued in accordance with the Company’s RSU Plan, which entitles a holder of one RSU to receive one common share of the Company. RSUs are assigned a value based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board (note 13). For RSUs awarded to non-employees for equity issuance services, the value of the RSUs is classified as equity issuance costs on vesting of such RSUs. For RSUs awarded to non- employees for business services, the RSU expense would be recognized in the consolidated statements of net income (loss) and comprehensive income (loss) on vesting of such RSUs.

(17)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Stock-based compensation

The Company’s stock-based compensation consists of stock options, which are described in note 16 and RSUs, which are discussed in note 13. Each tranche of a share option award is considered a separate award with its own vesting period and recorded at fair value on the date of grant. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest by increasing contributed surplus. Any consideration paid by employees or directors on the exercise of stock options is credited to common stock and the related fair value of those stock options is transferred from the contributed surplus to common stock.

Business combinations

The Company accounts for business combinations using the acquisition accounting method. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values as at the date of acquisition. Goodwill as at the acquisition date is measured as the excess of the aggregate of the consideration transferred and the amount of any non-controlling interests in the acquired company over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Any non-controlling interests in the acquired company are measured at the non-controlling interests’ proportionate share of the identifiable assets and liabilities of the acquired business. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of net income (loss) and comprehensive income (loss) in the period in which the adjustments were determined.

Changes in non-controlling interests

The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a reserve within equity attributable to owners of Akumin.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to their present value where the effect is material.

(18)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Contingencies

Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of uncertain future events outside the Company’s control, or present obligations that are not recognized because it is not probable that an outflow of economic benefits would be required to settle the obligation or the amount cannot be measured reliably.

Contingent liabilities are not recognized but are disclosed and described in note 15 to the consolidated financial statements, including an estimate of their potential financial effect and uncertainties relating to the amount or timing of any outflow, unless the possibility of settlement is remote. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, with assistance from its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

Uncertainty over income tax treatment

In June 2017, the IASB issued IFRIC Interpretation 23—Uncertainty over Income Tax Treatment, (IFRIC 23), which clarifies application of recognition and measurement requirements in IAS 12—Income Taxes when there is uncertainty over income tax treatments. The Company adopted IFRIC 23 as at January 1, 2019, but it does not have a material effect on the Company’s consolidated financial statements.

Use of estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

i) Accounts receivable and allowance for credit losses

Accounts receivable are recognized initially at net realizable value and are subsequently measured at amortized cost less loss allowances. During the year ended December 31, 2019 and 2018, the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable.

(19)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

ii) Impairment of goodwill and long-lived assets

Management tests at least annually or more frequently if there are events or changes in circumstances to assess whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount from CGUs or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill and intangible assets with indefinite lives, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

iii) Income taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

iv) Business combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at its proportionate share of the fair value of the recognized amounts of the acquiree’s identifiable net assets.

(20)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

v) Contractual allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances, principally for patients covered by managed care and other health plans, and self-pay patients. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government sponsored health-care programs, insurance companies and other payors for such services.

(21)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

3 Business combinations

a) On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida, for cash consideration of $450,000 (Davie Acquisition). In accordance with the transaction agreement, $50,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows:

	$
Assets acquired
Non-current assets
Property and equipment		170,000
Real estate (right-of-use)		427,558
		597,558
Liabilities assumed
Non-current liabilities
Leases		427,558
Net assets acquired		170,000
Goodwill		280,000
Purchase price		450,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.4 million and loss before tax of approximately $50 thousand to the Company’s consolidated results for the twelve months ended December 31, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $0.5 million in revenue and $67 thousand in loss before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $247.6 million and $9.2 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(22)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

b) On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida – 21 and Georgia – 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions).

The total purchase price (excluding earn-out) for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (note 11). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (note 9). Subsequent to the completion of the acquisition, the cash purchase price was reduced by approximately $0.2 million due to working capital adjustments in accordance with the purchase agreement.

The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. Intangible assets include covenant not to compete, trade name and license arrangements. A deferred tax liability was assumed as part of the net assets acquired in the ADG Acquisitions.

	$
Assets acquired
Current assets
Cash		3,585,672
Accounts receivable		19,418,814
Prepaid expenses		269,012
		23,273,498
Non-current assets
Property and equipment		11,508,940
Intangible assets		5,870,000
Real estate and equipment (right-of-use)		16,626,110
		34,005,050
		57,278,548

(23)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

	$
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		5,634,661
Non-current liabilities
Deferred tax liability		422,056
Leases		16,626,110
		17,048,166
		22,682,827
Net assets acquired		34,595,721
Goodwill		195,937,055
Purchase price (cash and shares)		215,784,755
Purchase price (ADG Acquisition – earn-out (note 9))		14,748,021

These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market. The goodwill assessed on acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of these acquisitions have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, these acquisitions contributed revenue of approximately $42.5 million and income before tax of approximately $17.2 million to the Company’s consolidated results for the twelve months ended December 31, 2019.

The Company has estimated the contribution to the Company’s consolidated results from these acquisitions had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $72.6 million in revenue and $29.3 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $277.5 million and $21.4 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(24)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

c) On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida, for a cash consideration of $648,387 (Deltona Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows:

	$
Assets acquired
Non-current assets
Property and equipment		295,000
Real estate (right-of-use)		154,136
		449,136
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		57,880
Non-current liabilities
Leases		154,136
		212,016
Net assets acquired		237,120
Goodwill		411,267
Purchase price		648,387

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.9 million and income before tax of approximately $0.6 million to the Company’s consolidated results for the twelve months ended December 31, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $3.2 million in revenue and $1.0 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $248.8 million and $9.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(25)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

d) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete.

	$
Assets acquired
Current assets
Accounts receivable		1,275,726
Prepaid expenses		19,789
		1,295,515
Non-current assets
Property and equipment		3,922,481
Real estate (right-of-use)		3,683,989
Intangible assets		720,000
		9,621,985
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,024,631
Non-current liabilities
Leases		3,683,989
		4,708,620
Net assets acquired		4,913,365
Goodwill		6,086,635
Purchase price		11,000,000

This acquisition was an opportunity for the Company to increase its economies of scale in Texas. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately

$5.3 million and income before tax of approximately $1.1 million to the Company’s consolidated results for the twelve months ended December 31, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $14.0 million in revenue and $2.9 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $256.1 million and $11.0 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(26)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

e) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete.

	$
Assets acquired
Current assets
Accounts receivable		2,085,491
Prepaid expenses		90,454
		2,175,945
Non-current assets
Security deposits		9,000
Property and equipment		2,432,234
Real estate (right-of-use)		13,625,521
Intangible assets		1,080,000
		19,322,700
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,311,471
Non-current liabilities
Finance leases		587,434
Leases (right-of-use)		13,625,521
		15,524,426
Net assets acquired		3,798,274
Goodwill		14,071,312
Purchase price		17,869,586

This acquisition was an opportunity for the Company to increase its economies of scale in Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $4.8 million and income before tax of approximately $0.3 million to the Company’s consolidated results for the twelve months ended December 31, 2019.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $19.8 million in revenue and $1.3 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $262.4 million and $10.3 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(27)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

f) On April 5, 2018, the Company announced that, through a subsidiary, it had entered into a management agreement with the owners of four centres located in one of Akumin’s core geographic markets (the Managed Centres, and the period from April 5 to May 11, 2018, the Management Period). On May 11, 2018, the Company announced it had acquired, through a subsidiary (Akumin FL), certain assets of the Managed Centres in Florida (the Tampa Acquisition). The sellers were paid cash consideration of $50,000. The Company also assumed certain priority ranked accounts payable of $1,553,290 (including $727,826 related to working capital loans advanced from the Company to the Managed Centres during the Management Period) and a 6% third party subordinated note with a principal balance of $1.5 million (face value) and a term of four years. The principal balance of the third party loan is subject to an earn-out of up to an additional $4.0 million, subject to the satisfaction of certain revenue-based milestones (note 12). The Company has made a fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Property and equipment		1,719,000
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,553,290
Non-current liabilities
Subordinated note		1,490,932
Subordinated note – earn-out		160,790
		3,205,012
Net liabilities acquired		(1,486,012	)
Goodwill		1,536,012
Purchase price		50,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Tampa Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Tampa Acquisition contributed revenue of approximately $5.1 million and net income before tax of approximately $0.8 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $8.0 million in revenue and $1.2 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $157.6 million and $6.5 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

(28)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

g) On August 15, 2018, the Company announced that, through a subsidiary, it had acquired 11 outpatient diagnostic imaging centres in the Tampa Bay Area (the Rose Acquisition) for a cash consideration of approximately $24.6 million, which was financed through the Syndicated Term Loan (note 11). The Company has made a fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete. Subsequent to the completion of the acquisition the Company, in accordance with the purchase agreement, prepared a working capital statement as of the closing date and determined a working capital asset of $323,983 due to the Company. During the twelve months ended December 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations.

	2019		2018
	$		$
Assets acquired
Current assets
Cash		1,045,574		1,045,574
Accounts receivable		4,518,411		1,319,148
Prepaid expenses		74,582		74,582
		5,638,567		2,439,304
Non-current assets
Property and equipment		8,637,953		8,637,953
Intangible assets		1,330,000		1,330,000
		9,967,953		9,967,953
		15,606,520		12,407,257
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		2,211,319		2,211,319
Non-current liabilities
Wesley Chapel Loan (note 11)		1,908,456		1,908,456
Deferred tax liability		1,755,083		1,755,083
		5,874,858		5,874,858
Net assets acquired		9,731,662		6,532,399
Goodwill		14,554,338		17,753,601
Purchase price		24,286,000		24,286,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on the Rose Acquisition, expected to not be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Rose Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Rose Acquisition contributed revenue of approximately $9.1 million and income before tax of approximately $0.3 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

(29)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company has estimated the contribution to the Company’s consolidated results from this acquisition as though the business combination occurred at the beginning of fiscal 2018. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $23.9 million in revenue and $0.9 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $169.6 million and $6.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the business acquired in the Rose Acquisition.

h) On November 1, 2018, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Kissimmee, Florida for a cash consideration of approximately $1.2 million (Kissimmee Acquisition), which was partly financed through the Syndicated Revolving Facility (note 11). The cash purchase price was increased during 2019 by approximately $65,408 due to working capital adjustments in accordance with the purchase agreement. During the twelve months ended December 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows.

	2019		2018
	$		$
Assets acquired
Current assets
Accounts receivable		265,741		—
Non-current assets
Security deposits		48,000		48,000
Property and equipment		282,500		282,500
		330,500		330,500
		596,241		330,500
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		116,440		117,916
Net assets acquired		479,801		212,584
Goodwill		810,607		1,012,416
Purchase price		1,290,408		1,225,000

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Kissimmee Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Kissimmee Acquisition contributed revenue of approximately $1.1 million and income before tax of approximately $0.7 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

(30)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $4.5 million in revenue and $1.3 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $158.2 million and $6.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

i) On November 9, 2018, the Company acquired four outpatient diagnostic imaging centres in Broward County, Florida for a cash consideration of approximately $12.1 million (Broward Acquisition), which included assumption of finance leases (excluding right to use assets) of approximately $1.3 million. It was partly financed through the Syndicated Revolving Facility (note 11). The cash purchase price was reduced during 2019 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. During the twelve months ended December 31, 2019, the Company updated the fair value of the net accounts receivable based on greater visibility about the business operations. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows. The intangible assets consist of the trade name and covenants not to compete.

	2019		2018
	$		$
Assets acquired
Current assets
Accounts receivable		1,568,533		—
Prepaid expenses		53,100		53,100
		1,621,633		53,100
Non-current assets
Property and equipment		2,662,363		2,662,363
Intangible assets		740,000		740,000
		3,402,363		3,402,363
		5,023,996		3,455,463
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		863,871		863,871
Non-current liabilities
Finance leases		1,256,413		1,256,413
		2,120,284		2,120,284
Net assets acquired		2,903,712		1,335,179
Goodwill		7,756,873		9,460,388
Purchase price		10,660,585		10,795,567

(31)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of the Broward Acquisition have been included in the Company’s consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, the Broward Acquisition contributed revenue of approximately $1.9 million and income before tax of approximately $0.2 million to the Company’s consolidated results for the twelve months ended December 31, 2018.

The Company has estimated the contribution to the Company’s consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2018, this business combination would have contributed approximately $13.3 million in revenue and $1.6 million in income before tax for the twelve months ended December 31, 2018, and consolidated pro forma revenue and income before tax for the same period would have been approximately $166.1 million and $7.4 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.

4 Accounts receivable

	2019			2018
	$			$
Accounts receivable		99,764,858			38,284,265
Less: Allowance for credit losses		(16,897,633	)		(8,473,764	)
		82,867,225			29,810,501

The allowance for credit losses includes a provision for credit losses expense for the twelve months ended December 31, 2019 of $11,764,974 (2018 – $6,680,710). Additional information about accounts receivable and the allowance for credit losses is included in note 17.

(32)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

5 Property and equipment and real estate and equipment (right-of-use assets)

Property and equipment

	Furniture and fittings		Office equipment		Leasehold improvements		Medical equipment			Equipment under finance leases		Computer equipment		Total
	$		$		$		$			$		$		$
Cost
Balance – December 31, 2017		533,434		186,097		8,880,333		37,043,853			7,481,192		86,165		54,211,074
Additions		143,920		2,140		518,516		8,977,339			924,625		23,161		10,589,701
Business acquisitions (note 3)		—		—		682,635		11,362,768			1,256,413		—		13,301,816
Disposals		—		—		—		(861,067	)		—		—		(861,067	)
Impairment		—		—		—		(963,335	)		—		—		(963,335	)
Balance – December 31, 2018		677,354		188,237		10,081,484		55,559,558			9,662,230		109,326		76,278,189
Additions		403,232		3,123		3,337,565		8,560,670			4,722,252		71,915		17,098,757
Business acquisitions (note 3)		7,650		23,252		3,974,790		13,722,000			587,434		13,529		18,328,655
Disposals		—		—		—		(2,176,457	)		—		—		(2,176,457	)
Balance – December 31, 2019		1,088,236		214,612		17,393,839		75,665,771			14,971,916		194,770		109,529,144
Accumulated depreciation
Balance – December 31, 2017		105,028		86,270		968,363		8,588,397			2,413,325		46,764		12,208,147
Depreciation		71,790		31,017		847,374		7,120,289			1,065,782		15,831		9,152,083
Disposals		—		—		—		(328,975	)		—		—		(328,975	)
Impairment		—		—		—		(320,654	)		—		—		(320,654	)
Balance – December 31, 2018		176,818		117,287		1,815,737		15,059,057			3,479,107		62,595		20,710,601
Depreciation		100,866		33,790		1,342,980		10,811,469			1,654,528		28,471		13,972,104
Disposals		—		—		—		(1,146,451	)		—		—		(1,146,451	)
Balance – December 31, 2019		277,684		151,077		3,158,717		24,724,075			5,133,635		91,066		33,536,254
Net book value
December 31, 2017		428,406		99,827		7,911,970		28,455,456			5,067,867		39,401		42,002,927
December 31, 2018		500,536		70,950		8,265,747		40,500,501			6,183,123		46,731		55,567,588
December 31, 2019		810,552		63,535		14,235,122		50,941,696			9,838,281		103,704		75,992,890

Depreciation expense for the twelve months ended December 31, 2019 was $13,972,104 (2018 – $9,152,083). During the twelve months ended December 31, 2019, the Company had net disposals of $1,030,006 (2018 – $532,092) and impairment of medical equipment and equipment under finance leases of $nil (2018 – $642,681).

(33)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Real estate and equipment (right-of-use assets)

	Equipment			Real estate			Total
	$			$			$
Cost
Balance – December 31, 2018		—			—			—
Additions		3,006,656			99,322,985			102,329,641
Business acquisitions		1,684,130			32,833,184			34,517,314
Disposals		(388,805	)		(793,148	)		(1,181,953	)
Balance – December 31, 2019		4,301,981			131,363,021			135,665,002
Accumulated depreciation
Balance – December 31, 2018		—			—			—
Depreciation		1,224,530			11,120,564			12,345,094
Disposals		(168,546	)		(143,027	)		(311,573	)
Balance – December 31, 2019		1,055,984			10,977,537			12,033,521
Net book value
December 31, 2018		—			—			—
December 31, 2019		3,245,997			120,385,484			123,631,481

As a result of adoption of IFRS 16 on January 1, 2019, the Company recognized an increase of $98,744,716 to both property and equipment (right-of-use assets) and lease liabilities on its consolidated balance sheets. The right-of-use assets recognized as a result of adoption of IFRS 16 are included in additions during 2019. Depreciation expense for the twelve months ended December 31, 2019 was $12,345,094 (2018 – $nil). During the twelve months ended December 31, 2019, the Company had net disposals of $870,380 (2018 – $nil).

(34)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

6 Intangible assets

	Covenants not to compete		Software costs		Trade name		License Arrange ments		Total
	$		$		$		$		$
Cost
Balance – December 31, 2017		417,917		207,349		1,923,000		—		2,548,266
Additions		—		34,506		—		—		34,506
Business acquisitions (note 3)		710,000		—		1,360,000		—		2,070,000
Balance – December 31, 2018		1,127,917		241,855		3,283,000		—		4,652,772
Additions		—		2,675		—		—		2,675
Business acquisitions (note 3)		2,010,000		—		4,540,000		1,120,000		7,670,000
Balance – December 31, 2019		3,137,917		244,530		7,823,000		1,120,000		12,325,447
Accumulated amortization
Balance – December 31, 2017		101,856		86,219		96,150		—		284,225
Amortization		199,235		28,282		472,434		—		699,951
Balance – December 31, 2018		301,091		114,501		568,584		—		984,176
Amortization		667,418		31,417		1,124,601		130,666		1,954,102
Balance – December 31, 2019		968,509		145,918		1,693,185		130,666		2,938,278
Net book value
December 31, 2017		316,061		121,130		1,826,850		—		2,264,041
December 31, 2018		826,826		127,354		2,714,416		—		3,668,596
December 31, 2019		2,169,408		98,612		6,129,815		989,334		9,387,169

For the twelve months ended December 31, 2019, the Company identified no impairment indicators and hence, there was no impairment of intangible assets. Amortization expense for the twelve months ended December 31, 2019 was $1,954,102 (2018 – $699,951).

7 Goodwill

The carrying amounts of goodwill at the beginning and end of the current and previous periods are set out below.

	2019			2018
	$			$
Balance – Beginning of period		130,539,869			100,777,451
Adjustments (note 3)		(5,104,587	)		—
Business acquisitions (note 3)		216,786,269			29,762,418
Balance – End of period		342,221,551			130,539,869

(35)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The carrying amount of goodwill attributed to each CGU grouping was as follows:

	2019		2018
	$		$
Florida		255,002,971		49,407,924
Northeast		3,569,801		3,569,801
Texas		76,910,258		70,823,623
Other		6,738,521		6,738,521
		342,221,551		130,539,869

The recoverable amount from CGUs was estimated based on an assessment of value-in-use. The methodology used to test impairment is classified as Level 3 per the fair value hierarchy described in note 17.

The value in use for a CGU or group of CGUs is determined by discounting five-year cash flow projections (cash flows beyond the five-year period are extrapolated using perpetuity growth rates). These projections reflect management’s expectations based on past experience and future estimates of operating performance. The discount rates are applied to the cash flow projections and are derived from the weighted average cost of capital for each CGU or group of CGUs.

In measuring the recoverable amounts for goodwill as at December 31, 2019, significant estimates include the perpetuity growth rates and weighted average cost of capital discount rates, which range from 1.5% to 2.5% and 8.0% to 9.0% (2018 – 1.5% to 2.5% and 8.0% to 9.0%), respectively. The Company’s discount rates are based on market rates of return, debt to equity ratios, and certain risk premiums, among other things. The perpetuity growth rates are based on expected economic conditions and a general outlook for the industry.

An impairment charge is recognized to the extent that the carrying value exceeds the recoverable amount. No impairment charges have arisen as a result of the reviews performed as at October 1, 2019. Reasonably possible changes in key assumptions would not cause the recoverable amount of goodwill to fall below the carrying value. As there were no indicators of impairment for any of the CGUs, management has not updated any of the other impairment calculations as at December 31, 2019.

8 Accounts payable and accrued liabilities

The accounts payable and accrued liabilities are as follows:

	2019		2018
	$		$
Accounts payable		21,707,080		14,895,780
Accrued other expenses		2,602,292		889,118
Accrued payroll expenses		1,952,853		1,080,579
		26,262,225		16,865,477

(36)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

9 Earn-out liability (ADG Acquisition)

	2019			2018
	$			$
ADG Acquisition – earn-out		14,834,067			—
Less: Current portion of ADG Acquisition – earn-out		(7,529,962	)		—
Non-current portion of ADG Acquisition – earn-out		7,304,105			—

A portion of the purchase price payable in respect of the ADG Acquisitions (note 3), specifically for SFL Radiology Holdings, LLC, is subject to an earn-out (the ADG Acquisition – earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

The value of the ADG Acquisition – earn-out liability has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition – earn-out liability as at May 31, 2019 of approximately $15 million based on a discount rate of approximately 7% and management’s estimated probability weighted range of the ADG Acquisition – earn-out liability (it is considered a Level 3 liability as described in note 17). The ADG Acquisition – earn-out liability was revalued at approximately $15 million as at December 31, 2019 and the change in fair value was recognized in financial instruments revaluation in the consolidated statements of net income (loss) and comprehensive income (loss). As at December 31, 2019, the range of estimated undiscounted ADG Acquisition – earn-out liability is between approximately $15 million and $27 million.

10 Lease liabilities Finance

As at December 31, 2019, the Company’s finance lease liabilities were $8,415,404 (December 31, 2018 – $4,177,015). Of these obligations, the liabilities due within one year were $1,789,995. As at this date, the weighted average remaining lease term was 4.8 years and the weighted discount rate was 5.1%. Interest expense accrued and paid during the twelve months ended December 31, 2019 was $296,603 (2018 – $173,183) and lease principal payments were $904,192 (2018 – $555,259).

Undiscounted cash flows for finance leases recorded in the consolidated balance sheets were as follows at December 31, 2019.

(37)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

	$
2020		2,177,397
2021		2,157,345
2022		1,866,628
2023		1,497,395
2024		890,917
Thereafter		890,732
Total minimum lease payments		9,480,414
Less: Amount of lease payments representing interest		(1,065,010	)
Present value of future minimum lease payments		8,415,404
Less: Current portion of finance lease liabilities		(1,789,995	)
Non-current finance lease liabilities		6,625,409

Operating (formerly known as operating leases)

As at December 31, 2019, the Company’s other lease liabilities were $128,684,376 (December 31, 2018 – $nil). Of these obligations, the liabilities due within one year were $9,150,550. As at this date, the weighted average remaining lease term was approximately 14 years and the weighted discount rate was 7.1%. Interest expense accrued and paid during the twelve months ended December 31, 2019 was $ 8,273,345 and lease principal payments were $7,278,096.

Undiscounted cash flows for operating leases recorded in the consolidated balance sheets were as follows at December 31, 2019.

	$
2020		17,634,715
2021		17,357,675
2022		17,068,676
2023		16,294,616
2024		15,119,244
Thereafter		142,369,178
Total minimum lease payments		225,844,104
Less: Amount of lease payments representing interest		(97,159,728	)
Present value of future minimum lease payments		128,684,376
Less: Current portion of operating lease liabilities		(9,150,550	)
Non-current operating lease liabilities		119,533,826

(38)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

11 Senior loans payable

The May 2019 Loans, Syndicated Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.

May 2019 Loans

On May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1.3 million under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance the West Palm Beach Acquisition (note 3). The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250 (note 12), partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million. The fair value of the May 2019 Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition (note 3) and in December 2019, the Company used $3.2 million from the May 2019 Revolving Facility to finance two small acquisitions undertaken in January 2020 in Florida and Illinois (note 24). As at December 31, 2019, this credit facility had a balance of approximately, $22.1 million.

	2019			2018
	$			$
Term Loan A and May 2019 Revolving Facility		87,824,000			—
Term Loan B		251,612,775			—
Less: Current portion		(3,320,000	)		—
		336,116,775			—

Subject to the provisions described below, the minimum annual principal payments with respect to the May 2019 Loans (face value) are as follows.

a) Term Loan A and May 2019 Revolving Facility

	$
2020		660,000
2021		1,980,000
2022		3,795,000
2023		4,290,000
2024		77,099,000
		87,824,000

(39)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

b) Term Loan B

	$
2020		2,660,000
2021		2,660,000
2022		2,660,000
2023		2,660,000
2024		254,030,000
		264,670,000

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at December 31, 2019 represented an asset to the Company of $597.

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended on November 22, 2019), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) with (i) a cap rate of 3.00% (LIBOR) per annum and a termination date of July 31, 2022, and (ii) a floor rate of 1.4825% (LIBOR) per annum and a termination date of October 31, 2021. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at December 31, 2019 represented a liability to the Company of $951,702. During February 2020, the Company amended this interest rate collar contract by reducing the floor rate to 1.1475% (LIBOR) and extending the termination date to July 31, 2022.

Changes in the fair value of these derivatives are recognized in the consolidated statements of net income (loss) and comprehensive income (loss).

The May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the May 2019 Credit Agreement):

• Interest

The interest rates payable on the May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the May 2019 Loans are currently classified as

(40)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Eurodollar Rate Loans. The interest rate paid under the May 2019 Credit Agreement as at December 31, 2019 was approximately 7.9% per annum (2018 – nil%). With respect to interest rate sensitivity as at December 31, 2019, a 1% increase in variable interest rates would have increased interest expense for the twelve-month period ended December 31, 2019 by approximately $2.0 million (2018 – $nil).

• Payments

The minimum principal payment schedule for the May 2019 Loans is noted herein.

• Termination

The termination date of the May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the May 2019 Credit Agreement.

• Restrictive covenants

In addition to certain covenants, the May 2019 Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

• Financial covenants

The May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.

The Company is in compliance with the financial covenants and has no events of default under the May 2019 Credit Agreement as at December 31, 2019.

• Events of default

In addition to the above-noted financial covenants, events of default under the May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

(41)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

• Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the May 2019 Loans.

Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the Syndicated Credit Agreement) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (Syndicated Term Loan) of $100,000,000 (face value) and a revolving credit facility of $30,000,000, of which $11,900,000 was utilized as at May 30, 2019 (the Syndicated Revolving Facility, and together with the Syndicated Term Loan, the Syndicated Loans). The Syndicated Loans could be increased by an additional $40,000,000 subject to certain conditions. The Company used $11,900,000 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition during the three months ended December 31, 2018. The proceeds of the Syndicated Term Loan were used to completely settle Akumin’s previous senior loan for $74,634,848, finance the Rose Acquisition in August 2018 and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000,000, net of debt issuance costs of approximately $2.2 million. The fair value of the Syndicated Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to settle the Syndicated Loans on May 31, 2019 for $112,482,181 (face value of $111,900,000 and accrued interest and related fees of $582,181). The Company also recorded a fair value loss of $1,843,262 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

	2019		2018
	$		$
Syndicated Loans		—		109,872,412
Less: Current portion		—		2,500,000
		—		107,372,412

Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

(42)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

	2019			2018
	$			$
Wesley Chapel Loan		1,447,327			1,796,186
Less: Current portion		(385,952	)		(367,167	)
		1,061,375			1,429,019

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
2020		385,952
2021		405,698
2022		426,454
2023		296,356
		1,514,460

The Wesley Chapel Loan provides for the following terms:

• Interest

5.0%.

• Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

• Termination August 15, 2023.

• Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

• Financial covenants None.

• Events of default

(43)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

The Company has no events of default under the Wesley Chapel Loan as at December 31, 2019.

• Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

12 Subordinated notes payable

	2019		2018
	$		$
Subordinated note		—		1,492,233
Subordinated note – earn-out		184,485		169,642
		184,485		1,661,875

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 17).

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note – Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

(44)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 17). The Subordinated Note – Earn-out was revalued at $184,485 as at December 31, 2019 and the change in fair value was recognized in financial instruments revaluation in the consolidated statements of net income (loss) and comprehensive income (loss). As at December 31, 2019, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

Payments and termination

Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note agreement places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note – Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note – Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

(45)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note – Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note agreement as at December 31, 2019.

(46)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

13 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount		Number			Amount			Number			Amount			Number			Amount
			$					$						$						$
December 31, 2017		51,416,323		83,771,904		1,196,407			1,310,661			1,611,316			469,967			54,224,046			85,552,532
Issuance (i)		9,677,397		36,153,950		525,000			734,379			315,000			5,020,983			10,517,397			41,909,312
RSUs and warrants exercised		1,277,555		3,820,569		(471,895	)		(302,130	)		(805,660	)		(2,819,803	)		—			698,636
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443			128,160,480
Issuance (i)		6,250,000		23,437,500		—			—			—			1,559,418			6,250,000			24,996,918
RSUs and warrants exercised		1,219,653		4,813,632		(436,497	)		(569,733	)		(783,156	)		(2,932,753	)		—			1,311,146
Warrants expired		—		—		(288,015	)		(438,798	)		—			—			(288,015	)		(438,798	)
December 31, 2019		69,840,928		151,997,555		525,000			734,379			337,500			1,297,812			70,703,428			154,029,746

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the consolidated financial statements.

(47)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

During the twelve months ended December 31, 2018, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2018, the following equity issuances occurred at the Company:

230,000 RSUs were granted to certain employees of the Company on January 1, 2018. Subsequently, on March 1, 2018, the Board authorized issuance of 35,000 RSUs on March 1, 2018 and 50,000 RSUs on March 12, 2018 to certain employees of the Company. Each granted RSU entitles the holder to one common share of the Company. These RSUs will vest as follows: 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. RSUs are valued based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board.

b) During the three months ended June 30, 2018, the following equity issuances occurred at the Company:

i) The Company had 238,859 warrants that were due to expire on April 21, 2018 and 112,706 warrants that were due to expire on May 31, 2018. These warrants allowed warrant holders to purchase common shares of the Company on a 1:1 basis at an exercise price of $1.20 per common share of the Company. These warrants were exercised into common shares prior to expiry.

ii) On May 2, 2018, the Company completed a bought deal offering of its common shares by way of short form prospectus sale in each of the provinces of Canada, other than Quebec. A total of 8,750,000 common shares of the Company were sold at a price of $4.00 per common share, for gross proceeds of $35,000,000 (the Offering). The related issuance costs were approximately $1.8 million, which were deducted from common equity. The Offering was underwritten by a syndicate of underwriters (the Underwriters). The Underwriters were granted 525,000 broker warrants (Broker Warrants) in connection with the Offering, each such Broker Warrant entitling the holder to acquire one common share of the Company at a price of $4.00 per common share for a 24-month period following the closing of the Offering. The fair value of these warrants, recognized as a deduction of issued capital, was determined to be $1.3988 per warrant using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of approximately 62%; remaining life of two years; price per common share on grant of warrants of $4.00; expected dividend yield of zero; and annual risk free interest rate of 1.93%.

iii) On May 24, 2018, the Company announced that PMI completed its previously announced acquisitions of all of the outstanding non-controlling interests in seven of its existing Texas based diagnostic imaging centres (the Acquisitions). The Acquisitions related to certain operations carried on in Austin, Fort Worth, Frisco, Grapevine/Colleyville, Irving, Plano and Round Rock. The aggregate consideration paid for the Acquisitions was approximately $21.6 million, comprised of an aggregate cash payment of approximately $17.9 million and the issuance of approximately $3.7 million in common shares of the Company (927,397 shares at $4.00 per share). The cash consideration included approximately $0.2 million paid to a non-wholly owned subsidiary, Preferred Imaging of Tarrant County, LLC, that was consolidated in the Company’s results.

(48)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

c) During the three months ended September 30, 2018, the following equity issuances occurred at the Company:

During March 2017, the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares.

d) During the three months ended December 31, 2018, the following equity issuances occurred at the Company:

The Board had granted 1,611,316 RSUs to certain employees of the Company and members of the Board on November 15, 2017. In accordance with the terms of the RSU Plan, 50% of these RSUs vested and were exercised on November 15, 2018. Accordingly, 805,660 common shares were issued by the Company on November 15, 2018.

During the twelve months ended December 31, 2019, the following equity issuances occurred at the Company:

a) During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

i) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019.

ii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019.

b) During the three months ended June 30, 2019, the following equity issuances occurred at the Company:

i) The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions.

ii) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

(49)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

iii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

c) During the three months ended September 30, 2019, the following equity issuances occurred at the Company:

i) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019.

d) During the three months ended December 31, 2019, the following equity issuances occurred at the Company:

i) During November 2017, the Company issued 32,013 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. These warrants were not exercised into common shares and expired on November 14, 2019.

ii) The Board had granted 1,611,316 RSUs to certain employees of the Company and members of the Board on November 15, 2017. In accordance with the terms of the RSU Plan, 50% of these RSUs vested and were settled for common shares in November 2018. Of the remaining RSUs, 600,656 RSUs vested and were settled for common shares on November 18, 2019 and the remaining RSUs vested on January 1, 2020 in accordance with the terms of the RSU Plan.

iii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 and were subsequently settled for common shares in accordance with the terms of the RSU Plan. Of the remaining RSUs:

I. Twenty-five thousand RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan; and

II. Ninety thousand RSUs vested on January 1, 2020 and 42,500 RSUs vested in March 2020.

The stock-based compensation related to RSUs, recognized in the consolidated statements of net income (loss) and comprehensive income (loss) for the twelve months ended December 31, 2019, was $1,559,418 (2018 – $5,020,983). The stock-based compensation related to stock options is noted in note 16.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

14 Income taxes

a) Numerical reconciliation of income tax expense

The reconciliation of income tax expense (recovery) computed at the Canadian federal statutory rate to income tax expense (recovery) is as follows:

	2019			2018
	$			$
Income attributable to common shareholders before income taxes		9,244,064			3,473,267
Expense (recovery) of income taxes at the Canadian tax rate of 26.5% (2018 – 26.5%)		2,449,677			920,416
Increase (decrease) in income taxes resulting from
Stock-based compensation		942,013			1,511,135
State franchise tax, net of federal benefit		219,538			173,136
Difference in US tax rates		(277,482	)		(220,389	)
Return to Provision Adjustment		1,389,866			549,593
Other		(192,452	)		131,398
Unrecognized tax benefit (UTB)		(1,738,508	)		(4,591,823	)
Income tax expense (recovery)		2,792,652			(1,526,534	)
Current tax expense (recovery)		1,643,044			228,549
Deferred tax expense (recovery)		1,149,608			(1,755,083	)
Total income tax expense (recovery)		2,792,652			(1,526,534	)

The Company’s effective tax rate for the year ended December 31, 2019 was 30.21% (2018 – (-43.95%)). The tax rate is affected by recurring items, such as tax rates in the United States and the relative amounts of income earned in this jurisdiction, which management expects to be fairly consistent in the near term. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. The following items had the most significant impact on the difference between the statutory rate of 26.5% (2018 – 26.5%) and the effective tax rate for 2019:

i) a $1,738,508 (-18.81%) (2018 – $(4,591,823) (-132.20%)) decrease resulting from the release of unrecognized tax benefit;

ii) a $942,013 (10.19%) (2018 – $1,511,135 (43.51%)) increase resulting from the stock-based compensation (note 16);

iii) a $277,482 (-3.00%) (2018 – $(220,389) (-6.35%)) decrease resulting from tax rate differences between Canada and the United States; and

iv) a $219,538 increase (2.37%) (2018—$173,136)(4.98%) increase resulting from state franchise tax, net of federal tax benefit.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

b) Deferred tax assets/liabilities

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company’s net deferred income tax liability are as follows:

	2019			2018
	$			$
Tax losses/Section 163(j) interest carryforward		5,150,551			5,990,060
Fair value adjustment of bank loans		2,281,405			(474,755	)
Property and equipment		(11,202,253	)		(7,206,158	)
		(3,770,297	)		(1,690,853	)
Other
Reserves		4,363,957			1,952,116
Intangible assets and goodwill		(798,729	)		(495,277	)
Deferred financing costs		1,424,123			2,027,326
Charitable contribution		9,889			2,801
Total deferred tax assets		1,228,943			1,796,113
Unrecognized tax benefit (UTB)		(2,800,607	)		(1,796,113	)
Net deferred tax assets (liabilities)		(1,571,664	)		—

Movements in deferred tax assets are as follows:

	Tax losses			Bank loans			Property and equipment			Other			Total
	$			$			$			$			$
Balance – December 31, 2017		3,597,748			—			(2,905,108	)		3,457,578			4,150,218
As at December 31, 2017 – UTB		(3,597,748	)		—			2,905,108			(3,457,578	)		(4,150,218	)
Net deferred tax assets		—			—			—			—			—
Balance – December 31, 2018		5,990,060			(474,755	)		(7,206,158	)		3,486,966			1,796,113
As at December 31, 2018 – UTB		(5,990,060	)		474,755			7,206,158			(3,486,966	)		(1,796,113	)
Net deferred tax assets		—			—			—			—			—
Balance – December 31, 2019		5,150,551			2,281,405			(11,202,253	)		4,999,240			1,228,943
As at December 31, 2019 – UTB		(1,372,784	)		—			(3,700	)		(1,424,123	)		(2,800,607	)
Net deferred tax assets (liabilities)		3,777,767			2,281,405			(11,205,953	)		3,575,117			(1,571,664	)

(52)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Based on management’s assessment of the future profitability of the Company, as at December 31, 2019, an unrecognized tax benefit of $(2,800,607) (2018– $1,796,113) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased.

c) Tax losses

The Company has operating loss carry-forwards of $16,226,326 (2018 – $24,436,645), which begin to expire in 2036. Of these loss-carryforwards, $3,815,178 does not expire but is subject to utilization restrictions.

15 Commitments and contingencies

The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

16 Stock-based compensation – options

The Company operates an equity-settled, stock options based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee services. The plan is open to directors and certain employees of the Company. The fair value of the grant of options is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted. The total expense is recognized over the vesting period, which is the period over which all of the service vesting conditions are to be satisfied. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s option plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are outstanding from time to time. As at December 31, 2019, this represented 6,984,092 (2018 – 6,237,127) common shares.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

	2019					2018
	Number of stock options			Weighted average exercise price		Number of stock options		Weighted average exercise price
				$				$
Outstanding—Beginning of period		4,213,268			2.18		2,025,268		0.50
Cancelled		(100,000	)		3.74		—		—
Granted		1,664,852			3.29		2,188,000		3.74
Outstanding—End of period		5,778,120			2.47		4,213,268		2.18

During the twelve months ended December 31, 2018, the Company granted 2,188,000 stock options on November 16, 2018, to purchase common shares on a 1:1 basis with an exercise price of $3.74 per share. The aggregate fair value of the stock options granted during 2018 was determined to be $3,211,765 (2017– $nil). These options will vest over a three-year period from the date of issue (34%, 33% and 33% per year, respectively) and have an expiry date of seven years from the date of issue.

During the twelve months ended December 31, 2019, the Company granted 1,664,852 stock options on November 18, 2019, to purchase common shares on a 1:1 basis with an exercise price of $3.29 per share. The aggregate fair value of the stock options granted during 2019 was determined to be $2,391,393 (2018 – $3,211,765). These options will vest over a three-year period from the date of issue (34%, 33% and 33% per year, respectively) and have an expiry date of seven years from the date of issue.

The weighted average contractual life of the outstanding options as at December 31, 2019 was approximately, 6.4 years (2018– 7.0 years). The total number of stock options exercisable as at December 31, 2019 was 2,735,188 (2018 – 1,356,929). The total fair value of stock options that vested during the twelve months ended December 31, 2019 was $1,748,958 (2018 – $706,866).

The fair value of the stock options granted during the twelve months ended December 31, 2019 was estimated to be $1.4364 per option using the Black-Scholes option pricing model based on the following assumptions: historical common share price volatility of 40%; remaining life of seven years; expected dividend yield of nil; and an annual risk free interest rate of 1.48%. During the twelve months ended December 31, 2019, the Company recorded a total stock-based options compensation expense of approximately $1,995,347 (2018 – $681,412). The total compensation cost related to unvested options awards not yet recognized is approximately $3,185,813 (2018 – $2,936,556) and will be recognized over a remaining vesting period of 2.88 years (2018 – 2.88 years).

17 Risk management arising from financial instruments

In the normal course of business, the Company is exposed to risks that can affect its operating performance. These risks, and the actions taken to manage them, are as follows:

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Fair value

The carrying value of cash, accounts receivable and accounts payable and accrued liabilities and leases approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. The estimated fair values of other non-current assets and liabilities were as follows:

	2019		2018
	$		$
Loans to related parties		—		495,000
Syndicated loans payable		—		110,244,000
May 2019 loans payable		360,596,500		—
Wesley Chapel Loan payable		1,483,830		1,823,000
Subordinated notes payable		—		1,476,000
Subordinated notes – earn-out		184,485		169,642
ADG Acquisition – earn-out		14,834,067		—
Derivative financial instruments		951,105		(16,014	)
		378,049,987		113,696,628

Financial instruments recorded at fair value on the consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. For securities, the valuations are based on quoted prices of the securities that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required. As at December 31, 2019, the Company did not have any financial assets or liabilities subsequently measured at fair value under the Level 1 category.

• Level 2

Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The estimated fair value of the liabilities that are recognized at fair value, and subsequently measured at amortized cost, are determined using Level 2 inputs primarily related to comparable market prices. As at December 31, 2019, the derivative financial instruments were measured at fair value under the Level 2 category on recognition. The derivative financial instruments are subsequently remeasured at fair value under the Level 2 category.

(55)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

• Level 3

Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The loans to related parties, the May 2019 Loans, the Syndicated Loans, Wesley Chapel Loan, Subordinated Notes and Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out and ADG Acquisition – Earn-out are subsequently remeasured at fair value under the Level 3 category.

There were no significant transfers between levels during the twelve months ended December 31, 2019 and 2018.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	2019		2018
	$		$
Cash		23,388,916		19,326,412
Accounts receivable		82,867,225		29,810,501
Loans to related parties		—		500,000
Financial assets measured at amortized cost		106,256,141		49,636,913
Accounts payable and accrued liabilities		26,262,225		16,865,477
Short-term portion of senior loans payable		3,705,952		2,867,167
Short-term portion of leases		10,940,545		851,183
Long-term portion of senior loans payable		337,178,150		108,801,431
Long-term portion of leases		126,159,235		3,325,832
Subordinated notes payable		—		1,492,233
Financial liabilities measured at amortized cost		504,246,107		134,203,323
Subordinated notes – earn-out		184,485		169,642
ADG Acquisitions – earn-out		14,834,067		—
Derivative financial instruments		951,105		(16,014	)
Measured at fair value through profit or loss		15,969,657		153,628

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Credit risk

Credit risk arises from the potential a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. The Company grants credit to its customers in the normal course of business. The consolidated financial statements take into account an allowance for bad debts. The Company is exposed to credit risk from its customers but the concentration of the risk is minimized because of the large customer base and its dispersion across different payers. During the year, the Company may have deposits with financial institutions that exceed Federal Deposit Insurance Corporation limits. As at December 31, 2019, the Company had cash of $23,388,916 (2018 – $19,326,412) and accounts receivable of $82,867,225 (2018 – $29,810,501).

Collectibility of the receivables is reviewed regularly and an allowance based on lifetime expected credit losses is established as necessary. Current economic conditions and historical collection experience are considered when determining whether to make an allowance. The same factors are considered when determining whether to write off amounts charged to the allowance for credit losses. The aging of these receivables, net of allowances, is as follows:

	2019		2018
	$		$
Accounts receivable
0 – 90 days		32,552,836		11,940,989
91 – 180 days		19,106,361		6,722,767
More than 180 days		31,208,028		11,146,745
		82,867,225		29,810,501

The activity of the allowance for credit losses for the period is as follows:

	2019			2018
	$			$
Allowance – Beginning of period		8,473,764			4,553,094
Provision for credit losses for the period		11,764,974			6,680,710
Writeoffs		(3,341,105	)		(2,760,040	)
Allowance – End of period		16,897,633			8,473,764

Liquidity risk

Liquidity risk is the risk the Company may encounter difficulty in raising funds to meet its financial commitments. The Company is exposed to liquidity risk mainly with respect to the Senior Loans. The Company ensures there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. In the normal course of business, the Company may enter into foreign exchange contracts with financial institutions to hedge the value of foreign currency denominated assets. Gains and losses arising from these contracts offset the losses and gains from the underlying hedged transactions. As at December 31, 2019 and December 31, 2018, the Company did not enter into any foreign exchange contracts that would expose the Company to currency risk.

Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Changes in lending rates can cause fluctuations in interest payments and cash flows. The Company does not use derivative financial instruments to alter the effects of this risk, except as noted in note 11. The Company is partly financed through May 2019 Loans, which bear interest at rates tied to the one-month LIBOR.
Variable interest rates on the Company’s debts are as follows:
May 2019 Loans	one-month LIBOR plus Applicable Rate
The following table shows the Company’s exposure to interest rate risk and the effects on comprehensive income for the twelve months ended December 31, 2019 and 2018 of a 1% increase or decrease in the variable interest rates.

	2019
	Carrying value		1% decrease in interest rates		1% increase in interest rates
	$		$		$
May 2019 Loans (originated in May 2019)		339,436,775		1,180,247		(1,979,043	)
Syndicated Loans (n/a as extinguished in
May 2019)		—		—		—
		339,436,775		1,180,247		(1,979,043	)
	2018
	Carrying value		1% decrease in interest rates		1% increase in interest rates
	$		$		$
Syndicated Loans (originated in August 2018)		109,872,412		426,140		(426,140	)
S&C Loans (n/a as extinguished in August 2018)		—		—		—
		109,872,412		426,140		(426,140	)

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

18 Capital management

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus, Senior Loans, finance leases. Subordinated Notes and Subordinated Notes – Earn-out.

The Company’s primary uses of capital are to finance operations and acquisitions, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders.

The Company is required to meet financial covenants as outlined in note 11.

19 Related party transactions

Compensation of key management personnel and directors

The Company transacts with key individuals including directors and executive management who have authority and responsibility to plan, direct, and control the activities of the Company. Remuneration to key management and directors was as follows:

	2019		2018
	$		$
Salaries, bonuses and director fees		3,073,084		3,130,051
Stock-based compensation		3,027,089		5,084,802
Other benefits		70,300		61,559
		6,170,473		8,276,412

On February 8, 2018, Akumin Corp. entered into a contract with the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary (collectively, the Pledgors) to loan an aggregate of $500,000 in connection with the purchase by such Pledgors of a total of 142,857 common shares of the Company from certain selling security holders of PMI, pursuant to the terms of a put and call option agreement made as of August 9, 2017 between Z Strategies Inc., a company controlled by the President and Chief Executive Officer, and certain selling security holders of PMI. This loan charged interest at 6% per annum and was payable on maturity at February 8, 2021. During 2019, the Pledgors completely paid off this loan and accrued interest.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

20 Basic and diluted income per share

	2019		2018
	$		$
Net income attributable to common shareholders		6,451,412		4,999,801
Weighted average common shares outstanding
Basic		66,528,051		58,198,966
Diluted		68,594,989		59,306,094
Net income per share
Basic		0.10		0.09
Diluted		0.09		0.08

21 Financial instruments revaluation and other gains (losses)

	2019			2018
	$			$
Loss on debt revaluation (note 11)		(1,850,092	)		(2,426,873	)
Gain (loss) on revaluation of derivatives (note 11)		(967,119	)		69,295
Loss on revaluation of ADG Acquisition – Earn-out (note 9)		(86,045	)		—
Loss on disposal of property and equipment		(931,356	)		(532,092	)
Other gains (losses)		(742	)		46,408
		(3,835,354	)		(2,843,262	)

22 Settlement costs (recoveries)

During the twelve months ended December 31, 2019, the Company experienced net settlement recoveries of approximately $1.9 million (2018 – settlement costs of $43,029) mainly related to two items.

a) During 2019, the Company settled certain claims affecting PMI relating to periods arising prior to August 9, 2017, the date the Company acquired PMI. As part of this settlement, the Company received approximately $4.1 million from the escrow fund maintained for the sellers of PMI as a result of indemnity claims under the purchase agreement for PMI to fully and finally settle the claims affecting PMI; and

b) During 2019, the Company received $0.5 million in an insurance claim related to Hurricane Irma in 2017.

23 Non-controlling interests

As part of the Texas Acquisition in 2017, certain of PMI’s subsidiaries acquired were non-wholly owned. As a result of operating agreements with each of the following non-wholly owned entities, the Company is deemed to have control over these entities and thus 100% of their financial results are included in the Company’s consolidated financial results.

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

The Company holds effective ownership interests in the following entities:

	Ownership interest
Entity	2019		2018
	%		%
Phoenix Imaging, LLC		60		60
Preferred Imaging of Amarillo, LLC		57		57
Preferred Imaging of Austin, LLC		100		100
Preferred Imaging of Fort Worth, LLC		100		100
Preferred Imaging of Frisco, LLC		100		100
Preferred Imaging of Grapevine/Colleyville, LP		100		100
Preferred Imaging of Irving, LLC		100		100
Preferred Imaging of Tarrant County, LLC		Nil		55
Preferred Imaging of Plano Parkway, LLC		100		100
Round Rock Imaging, Ltd.		100		100
Toggle, LLC		100		100

In May 2018, the Company purchased the non-controlling interests in seven Texas-based diagnostic imaging companies (note 13). During June 2018, (i) the Company purchased the non-controlling interests in Toggle, LLC, a transcription company, for de minimis consideration, and (ii) Preferred Imaging of Tarrant County, LLC, a holding company, distributed its assets to its shareholders and is in the process of being dissolved.

The following table summarizes the aggregate financial information for the above-noted entities with non-controlling interests, including fair value adjustments at acquisition but excluding intercompany eliminations, as at December 31, 2019 and December 31, 2018. Income statement items include revenue and net income for each of the above-noted entities up until the date the Company purchased all non-controlling interests, if applicable.

	2019		2018
	$		$
Cash		1,145,987		745,675
Accounts receivable		2,893,806		1,358,165
Prepaid expenses		49,464		25,622
Security deposits and other assets		7,555		7,555
Property and equipment		5,417,417		4,401,279
Intangible assets and goodwill		8,308,061		8,358,371
Accounts payable and other liabilities		748,323		738,916
Equity attributable to shareholders of Akumin Inc.		12,355,027		11,690,552
Non-controlling interests		2,903,850		2,467,200
Revenue		15,487,023		22,142,570
Net income attributable to common shareholders of Akumin Inc.		3,196,592		3,222,109
Net income attributable to non-controlling interests		2,199,629		2,574,137

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Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

24 New standards, amendments and interpretations not yet adopted by the Company

A number of new standards, amendments and interpretations to standards are effective for annual periods beginning on or after January 1, 2020 and have not been early adopted by the Company. Those which may be relevant to the Company in future reporting periods and on foreseeable future transactions are set out below.

Definition of a Business – Amendments to IFRS 3: The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. The amendments will likely result in more acquisitions being accounted for as asset acquisitions as opposed to business combinations.

Definition of Material – Amendments to IAS 1 and IAS 8: The IASB has made amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors to use a consistent definition of materiality throughout IFRS and the Conceptual Framework for Financial Reporting, and clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information.

The Company intends to adopt these amendments in its consolidated financial statements for the annual period beginning on January 1, 2020.

25 Subsequent events

a) On January 1, 2020, the Company acquired, through its subsidiaries, one outpatient diagnostic imaging centre in Coral Springs, Florida and one outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $3.3 million.

These acquisitions were mostly financed through borrowing $3.2 million in December 2019 from the Company’s revolving credit facility under the May 2019 Credit Agreement. The Company continues to evaluate the purchase price allocation related to these acquisitions.

b) As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan.

c) Subsequent to the year ended December 31, 2019, a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.

(62)

Akumin Inc.

Notes to Consolidated Financial Statements

December 31, 2019 and December 31, 2018

(expressed in US dollars unless otherwise stated)

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services.

(63)

EX-99.55

Exhibit 99.55

FORM 13-501F1

CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, Mohammad Saleem, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the “Form”) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

(Signed) “Mohammad Saleem”
Name:	Mohammad Saleem	Date: March 31, 2020
Title:	Chief Financial Officer and Corporate Secretary

Reporting Issuer Name:	Akumin Inc.
End date of previous financial year:	December 31, 2019
Type of Reporting Issuer:	☒ Class 1 reporting issuer    ☐ Class 3B reporting issuer
Highest Trading Marketplace:	TSX

Market value of listed or quoted equity securities:

Equity Symbol	AKU.U
1st Specified Trading Period (dd/mm/yy)	01/01/19        to        31/03/19

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace	$ CAD$4.76 (USD$3.56)        (i)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period	62,576,770        (ii)

Market value of class or series	(i) x (ii)CAD$297,865,425.20        (A)
2nd Specified Trading Period (dd/mm/yy)	01/04/19        to        30/06/19

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace	CAD$4.80 (USD$3.67)        (iii)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period	69,215,272        (iv)

Market value of class or series	(iii) x (iv) CAD$332,233,305.60        (B)
3rd Specified Trading Period (dd/mm/yy)	01/07/19        to        30/09/19

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace	CAD$4.03 (USD$3.04)        (v)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period	69,215,272        (vi)

Market value of class or series	(v) x (vi) CAD$278,937,546.16        (C)
4th Specified Trading Period (dd/mm/yy)	01/10/19        to        31/12/19

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace	CAD$4.81 (USD$3.70)        (vii)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period	69,840,928        (viii)

Market value of class or series	(vii) x (viii) CAD$335,934,863.68        (D)
5th Specified Trading Period (dd/mm/yy)	n/a        to        n/a

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace	$n/a        (ix)
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period	________ (x)
Market value of class or series	(ix) x (x) $n/a        (E)
Average Market Value of Class or Series
(Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))	CAD$311,242,785.16    (1)
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)
Fair value of outstanding debt securities
	$n/a        (2)

- 2 -

(Provide details of how value was determined)
Capitalization for the previous financial year	(1) + (2) CAD$311,242,785.16
Participation Fee	$14,000.00
Late fee, if applicable
	$n/a
Total Fee Payable
(Participation Fee plus Late Fee)	$14,000.00

- 3 -

EX-99.56

Exhibit 99.56

Akumin Inc. Announces Fourth Quarter and Year-End 2019 Financial Results

March 31, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today its financial results for the quarter and year-ended December 31, 2019 (“Q4 Fiscal 2019”).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Dec. 31, 2019		3-month period ended Dec. 31, 2018		Year ended Dec. 31, 2019		Year ended Dec. 31, 2018
RVUs		1,583		1,020		5,247		3,291
Revenue		77,026		45,452		247,436		154,782
EBITDA (1)		23,840		5,137		66,453		19,304
Adjusted EBITDA (1)		20,231		9,200		59,813		31,775
EPS –Diluted		0.05		0.04		0.09		0.08
Adjusted EPS – Diluted (1)		0.09		0.04		0.26		0.20

⁽¹⁾ See “Non-IFRS Measures” below.

Commenting on the Q4 Fiscal 2019 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “The quarter ending December 31, 2019 represents a record quarter of financial performance. We generated, during the quarter, revenue of $77.0 million and Adjusted EBITDA of $20.2 million. The cash balance at the end of 2019 was $23.4 million, an increase of $5.9 million, compared to our cash balance as at September 30, 2019. This increase in cash is partly due to stability in total days of sales outstanding (“DSO”) at 98 days, and a reduction in DSO excluding attorney/auto payors to 66 days from 77 days as at September 30, 2019”.

“Akumin’s volume in Q4 Fiscal 2019 was approximately 1,583,000 RVUs, compared to approximately 1,020,000 RVUs in Q4 Fiscal 2018, an increase of 55%. On an organic volume basis, RVUs increased by 5% compared to Q4 Fiscal 2018”. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

“We continue to monitor the impact of the novel coronavirus (COVID-19), as we know it is top of mind for our employees, patients, investors and other stakeholders. Shelter-in-place or self-isolation in response to containment or avoidance of this pandemic could impact a patient’s ability to seek imaging services which could have a significant impact on our volume leading to temporary or prolonged staff layoffs, reduced hours, consolidation of our network of centers and other cost containment efforts.

“Being a healthcare facility providing essential and medically necessary services, it is imperative that we stay the course and remain committed to our mission of providing an important tool for diagnosing illnesses. As announced March 23, 2020, to help our communities in dealing with this pandemic, we have dedicated imaging centers in certain of our regions to focus specifically on patients who have an active case of COVID-19 or have similar symptoms. Each of our clinics is following CDC and local health authority guidelines relating to infectious disease protocols. We will continue our efforts to ensure our clinics remain a safe place for our employees and patients and an alternative to hospitals for essential imaging services”.

Akumin would like to invite interested parties to the Corporation’s Fourth Quarter and Year-End Fiscal 2019 Financial Results Call, to be held tomorrow, April 1, 2020, from 8:00 a.m. to 8:30 a.m. Eastern Time. To access the conference call, register here https://akum.in/AkuminFourthQuarter2019Results or dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. A related presentation will be available for download on Akumin’s website immediately prior to the call. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Fiscal 2019 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted net income (loss) attributable to shareholders of Akumin” and “Adjusted EPS – Diluted”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated March 30, 2020 available at www.sedar.com.

-2-

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 30, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

-3-

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

< Financial tables follow. >

-4-

Selected Consolidated Financial Information

	Three-month period			Three-month period
	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Service fees – net of allowances and discounts		76,253			44,769
Other revenue		773			683
Revenue		77,026			45,452
Employee compensation		25,442			19,266
Reading fees		11,002			5,764
Rent and utilities		2,793			4,974
Third party services and professional fees		6,447			2,594
Administrative		3,562			2,407
Medical supplies and other expenses		2,517			1,612
Depreciation and amortization		7,364			3,003
Stock-based compensation		749			1,238
Interest expense		10,576			1,778
Impairment of property and equipment		—			4
Settlement costs (recoveries)		(443	)		14
Acquisition related costs		410			1,506
Financial instruments revaluation and other (gains) losses		91			524
Income before income taxes		6,516			768
Income tax provision (recovery)		2,645			(1,854	)
Non-controlling interests		616			412
Net income attributable to shareholders of Akumin		3,255			2,210

	Three-month period			Three-month period
Adjusted EBITDA	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Revenue		77,026			45,452
Less:
Employee compensation		25,442			19,266
Reading fees		11,002			5,764
Rent and utilities		2,793			4,974
Third party services and professional fees		6,447			2,594
Administrative		3,562			2,407
Medical supplies and other expenses		2,517			1,612
IFRS 16 impact on leases		4,416			—
Sub-total		56,179			36,617
Non-controlling interests		616			412
One-time adjustments		—			(777	)
Adjusted EBITDA		20,231			9,200
Adjusted EBITDA Margin		26	%		20	%

-5-

	Year			Year
	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Service fees – net of allowances and discounts		244,841			152,013
Other revenue		2,595			2,769
Revenue		247,436			154,782
Employee compensation		85,900			57,653
Reading fees		35,244			20,560
Rent and utilities		9,728			16,435
Third party services and professional fees		19,084			11,301
Administrative		12,459			8,768
Medical supplies and other expenses		7,456			5,716
Depreciation and amortization		28,271			9,852
Stock-based compensation		3,555			5,702
Interest expense		28,938			5,979
Impairment of property and equipment		—			643
Settlement costs (recoveries)		(1,881	)		43
Acquisition related costs		3,403			2,426
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		3,835			2,843
Income before income taxes		11,444			6,047
Income tax provision (recovery)		2,793			(1,527	)
Non-controlling interests		2,200			2,574
Net income attributable to shareholders of Akumin		6,451			5,000

	Year			Year
Adjusted EBITDA	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Revenue		247,436			154,782
Less:
Employee compensation		85,900			57,653
Reading fees		35,244			20,560
Rent and utilities		9,728			16,435
Third party services and professional fees		19,084			11,301
Administrative		12,459			8,768
Medical supplies and other expenses		7,456			5,716
IFRS 16 impact on leases		15,552			—
Sub-total		185,423			120,433
Non-controlling interests		2,200			2,574
Adjusted EBITDA		59,813			31,775
Adjusted EBITDA Margin		24	%		21	%

-6-

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Dec 31, 2019			Three-month period ended Dec 31, 2018			Year ended Dec 31, 2019			Year ended Dec 31, 2018
Net income attributable to shareholders of Akumin		3,255			2,210			6,451			5,000
Income tax provision (recovery)		2,645			(1,854	)		2,793			(1,527	)
Depreciation and amortization		7,364			3,003			28,271			9,852
Interest expense		10,576			1,778			28,938			5,979
EBITDA		23,840			5,137			66,453			19,304
Adjustments:
Stock-based compensation		749			1,238			3,555			5,702
Impairment of property and equipment		—			4			—			643
Settlement costs (recoveries)		(443	)		14			(1,881	)		43
Acquisition-related costs		410			1,506			3,403			2,426
Public offering costs		—			—			—			814
Financial instruments revaluation and other (gains) losses		91			524			3,835			2,843
One-time adjustments		—			777			—			—
IFRS 16 impact on rent		(4,416	)		—			(15,552	)		—
Adjusted EBITDA		20,231			9,200			59,813			31,775
Revenue		77,026			45,452			247,436			154,782
Adjusted EBITDA Margin		26	%		20	%		24	%		21	%
Adjusted EBITDA		20,231			9,200			59,813			31,775
Less:
Depreciation and amortization		7,364			3,003			28,271			9,852
Interest expense		10,576			1,778			28,938			5,979
Add:
IFRS 16 impact on depreciation and interest expense		5,865			—			20,618			—
Sub-total		8,156			4,419			23,222			15,944
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,978			1,091			5,631			3,938
Adjusted net income attributable to shareholders of Akumin		6,178			3,328			17,591			12,006

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

-7-

EX-99.57

Exhibit 99.57

April 13, 2020

VIA SEDAR

NOTICE TO READER

Re: Akumin Inc.

Please be advised that the Management’s Discussion & Analysis (“MD&A”) of Akumin Inc. as at and for the year ended December 31, 2019 has been re-filed to correct the date of the MD&A to March 31, 2020. No other changes were made to the MD&A.

Management’s Discussion and

Analysis of Financial Condition

and Results of Operations

For the years ended December 31, 2019 and 2018

March 31, 2020

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    1

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Non-IFRS Measures	3
Forward-Looking Statements	3
Overview	5
Summary of Factors Affecting Our Performance	5
Number of Clinics	5
Competition	6
Industry Trends	6
How We Assess The Performance of Our Business	6
IFRS Measures	6
Non-IFRS Measures	7
Factors Affecting The Comparability of Our Results	8
Acquisition Activity	8
Newly Adopted Accounting Standards	8
Segments	8
Recent Developments	8
Acquisition-Related Activity	8
Davie Acquisition	8
ADG Acquisitions	8
Deltona Acquisition	9
El Paso Acquisition	9
West Palm Beach Acquisition	9
Exercise of Certain Outstanding Warrants and RSUs	9
Subsequent Events	10
Results of Operations	11
Selected Consolidated Statements of Balance Sheet Information	15
Selected Financial Information	17
Liquidity and Capital Resources	18
General	18
Lending Arrangements and Debt	19
Financial Instruments	20
Off-Balance Sheet Arrangements	21
Share Information	21
Related Party Transactions	21
Critical Accounting Estimates	22
Accounts Receivable and Allowance for Credit Losses	22
Impairment of Goodwill and Long-Lived Assets	22
Income Taxes	22
Business Combinations	23
Contractual Allowances	23
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting	23
Risk Factors	23
Additional Information	24

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated March 31, 2020 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our audited consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    3

• expected performance and cash flows;

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in our industry;

• our ability to service existing debt;

• our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete our acquisitions;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

• market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

• no unforeseen changes in the regulatory environment for our services;

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    4

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of outpatient diagnostic imaging services in the United States, with freestanding centers located across Florida, Pennsylvania, Delaware, Texas, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at		As at		As at		As at		As at
	Dec 31, 2019		Dec 31, 2018		Dec 31, 2017		Sep 30, 2016		Sep 30, 2015
Number of Diagnostic Imaging Facilities		129		96		74		39		14

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    5

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

• Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies, other payors, and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

• Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    6

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

	Three-month period			Three-month period			Year			Year
	ended			ended			ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018			Dec 31, 2019			Dec 31, 2018
Net income attributable to shareholders of Akumin		3,255			2,210			6,451			5,000
Income tax provision (recovery)		2,645			(1,854	)		2,793			(1,527	)
Depreciation and amortization		7,364			3,003			28,271			9,852
Interest expense		10,576			1,778			28,938			5,979
EBITDA		23,840			5,137			66,453			19,304
Adjustments:
Stock-based compensation		749			1,238			3,555			5,702
Impairment of property and equipment		—			4			—			643
Settlement costs (recoveries)		(443	)		14			(1,881	)		43
Acquisition-related costs		410			1,506			3,403			2,426
Public offering costs		—			—			—			814
Financial instruments revaluation and other (gains) losses		91			524			3,835			2,843
One-time adjustments		—			777			—			—
IFRS 16 impact on rent		(4,416	)		—			(15,552	)		—
Adjusted EBITDA		20,231			9,200			59,813			31,775
Revenue		77,026			45,452			247,436			154,782
Adjusted EBITDA Margin		26	%		20	%		24	%		21	%
Adjusted EBITDA		20,231			9,200			59,813			31,775
Less:
Depreciation and amortization		7,364			3,003			28,271			9,852
Interest expense		10,576			1,778			28,938			5,979
Add:
IFRS 16 impact on		5,865			—			20,618			—
depreciation and interest expense
Sub-total		8,156			4,419			23,222			15,944
Effective tax rate (1)		24.3	%		24.7	%		24.3	%		24.7	%
Tax effect		1,978			1,091			5,631			3,938
Adjusted net income attributable to shareholders of Akumin		6,178			3,328			17,591			12,006

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    7

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

Newly Adopted Accounting Standards

Our consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 consolidated financial statements.

The Company initially adopted IFRS 16, Leases, as at January 1, 2019, with modified retrospective application, which does not require restatement of prior period results. Please refer to note 2 of our consolidated financial statements for further information.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the year ended December 31, 2019, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 31, 2020 for the year ended December 31, 2019, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Davie Acquisition

On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging center in Davie, Florida for cash consideration of $450 (“Davie Acquisition”). In accordance with the transaction agreement, $50 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

ADG Acquisitions

On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centers (Florida—21 and Georgia—6) operated under Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centers were managed by ADG’s management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the “ADG Acquisitions”).

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    8

The total purchase price for the ADG Acquisitions at closing (excluding earn-out, including preliminary working capital adjustments and payment for cash acquired) was approximately $217.6 million, of which $25 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $4.00 per share in accordance with the purchase agreements. The balance of this purchase price was mostly financed through the May 2019 Loans. For accounting purposes, the equity consideration was valued based on the share price at the close of May 31, 2019 ($23.4 million at $3.75 per share). Hence, the adjusted total purchase price for the ADG Acquisitions at closing (excluding earn-out, including preliminary working capital adjustments and payment for cash acquired) was approximately $216.0 million. Subsequent to the completion of the acquisition, the cash purchase price was reduced by approximately $0.2 million due to working capital adjustments in accordance with the purchase agreement. A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (“ADG Acquisition earn-out”, estimated at approximately $15 million as of December 31, 2019). These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market.

Deltona Acquisition

On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging center in Deltona, Florida for a cash consideration of approximately $648 (“Deltona Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale across Florida.

El Paso Acquisition

On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centers in El Paso, Texas for a cash consideration of $11,000 (“El Paso Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale in Texas.

West Palm Beach Acquisition

On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centers in West Palm Beach, Florida for a cash consideration of approximately $17,870 (“West Palm Beach Acquisition”). This acquisition was an opportunity for the Company to increase its economies of scale in Florida.

Exercise of Certain Outstanding Warrants and RSUs

a) During March 2017 the Company had issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants expired on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry.

b) The Board had granted 1,611,316 RSUs to certain employees of the Company and members of the Board on November 15, 2017. In accordance with the terms of the RSU Plan, 50% of these RSUs vested and were settled for common shares in November 2018. Of the remaining RSUs, 600,656 RSUs vested and were settled for common shares on November 18, 2019 and the remaining RSUs vested on January 1, 2020 in accordance with the terms of the RSU Plan.

c) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 and were settled for common shares prior to June 30, 2019 in accordance with the terms of the RSU Plan. Of the remaining RSUs, 25,000 were settled for common shares on October 1, 2019 in accordance with terms of the RSU Plan, 90,000 RSUs vested on January 1, 2020 and 42,500 RSUs vested in March 2020.

d) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    9

e) During November 2017, the Company issued 32,013 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. These warrants were not exercised into common shares and expired on November 14, 2019.

Subsequent Events

a) On January 1, 2020, the Company acquired, through its subsidiaries, one outpatient diagnostic imaging center in Coral Springs, Florida and one outpatient diagnostic imaging center in Crystal Lake, Illinois for cash consideration of approximately $3.3 million.

These acquisitions were mostly financed through borrowing $3.2 million in December 2019 from the Company’s revolving credit facility under the May 2019 Credit Agreement.

b) As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan.

c) Subsequent to the year ended December 31, 2019, a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    10

Results of Operations

(i) Year ended December 31, 2019 compared to year ended December 31, 2018

The following tables summarize our results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018.

	Year			Year
	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Service fees – net of allowances and discounts		244,841			152,013
Other revenue		2,595			2,769
Revenue		247,436			154,782
Employee compensation		85,900			57,653
Reading fees		35,244			20,560
Rent and utilities		9,728			16,435
Third party services and professional fees		19,084			11,301
Administrative		12,459			8,768
Medical supplies and other expenses		7,456			5,716
Depreciation and amortization		28,271			9,852
Stock-based compensation		3,555			5,702
Interest expense		28,938			5,979
Impairment of property and equipment		—			643
Settlement costs (recoveries)		(1,881	)		43
Acquisition related costs		3,403			2,426
Public offering costs		—			814
Financial instruments revaluation and other (gains) losses		3,835			2,843
Income before income taxes		11,444			6,047
Income tax provision (recovery)		2,793			(1,527	)
Non-controlling interests		2,200			2,574
Net income attributable to shareholders of Akumin		6,451			5,000

	Year			Year
Adjusted EBITDA	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Revenue		247,436			154,782
Less:
Employee compensation		85,900			57,653
Reading fees		35,244			20,560
Rent and utilities		9,728			16,435
Third party services and professional fees		19,084			11,301
Administrative		12,459			8,768
Medical supplies and other expenses		7,456			5,716
IFRS 16 impact on leases		15,552			—
Sub-total		185,423			120,433
Non-controlling interests		2,200			2,574
Adjusted EBITDA		59,813			31,775
Adjusted EBITDA Margin		24	%		21	%

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    11

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the year ended December 31, 2019 were 5,247 (in thousands) compared to 3,291 in the year ended December 31, 2018. In fiscal 2018, the Company completed the Tampa Acquisition effective May 11, 2018, the Rose Acquisition effective August 15, 2018, the Kissimmee Acquisition effective November 1, 2018 and the Broward Acquisition effective November 9, 2018 (collectively, the “2018 Acquisitions”). In fiscal 2019, the Company completed the Davie Acquisition effective April 1, 2019, the ADG Acquisitions effective May 31, 2019, the Deltona Acquisition effective May 31, 2019, the El Paso Acquisition effective August 16, 2019 and the West Palm Beach Acquisition effective October 4, 2019 (collectively, the “2019 Acquisitions”). Pro-rating the 2018 Acquisitions and excluding the 2019 Acquisitions, on a same-center basis, RVUs were 3,481 in the year ended December 31, 2019 compared to 3,276 in the year ended December 31, 2018, which represents an increase of approximately 6%. The Company continues to experience volume growth across multiple markets in which it operates.

Revenue was $247,436 and $154,782 for the years ended December 31, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the year ended December 31, 2019, approximately 25% of service fee revenue was earned from auto/attorney payors, compared to approximately 10% in the year ended December 31, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 37% to 35% in the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease is mainly attributable to the 2018 and 2019 Acquisitions.

Reading fees. For the year ended December 31, 2019 compared to the year ended December 31, 2018, reading fees, as a percentage of revenue, increased from 13% to 14%. This increase is a result of the 2018 and 2019 Acquisitions.

Rent and utilities. For the year ended December 31, 2019 compared to the year ended December 31, 2018, rent and utilities decreased from 11% to 4% of revenue. This decrease is mainly attributable to the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 10% of revenue in the year ended December 31, 2019.

Third party services and professional fees. For the year December 31, 2019, third party services and professional fees as a percentage of revenue were 8%, compared to 7% in the year ended December 31, 2018. This increase is mainly attributable to the 2018 and 2019 Acquisitions.

Administrative expenses and medical supplies and other expenses. For the year ended December 31, 2019 compared to the year ended December 31, 2018, administrative expenses and medical supplies and other expenses decreased from 9% to 8% of revenue, partly due to the fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 9% of revenue in the year ended December 31, 2019.

Adjusted EBITDA. Adjusted EBITDA for the year ended December 31, 2019 was $59,813 compared to $31,775 for the year ended December 31, 2018. The variance is mainly attributable to the NCI Acquisitions, the 2018 Acquisitions, the 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the year ended December 31, 2019 was 24% compared to 21% for the year ended December 31, 2018. The higher margin was mainly due to the ADG Acquisitions.

Net income (loss) attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $6,541 (3% of revenue) for the year ended December 31, 2019 and net income for the year ended December 31, 2018 was $5,000 (3% of revenue). This increase in net income is mainly due to timing of the above noted 2018 Acquisitions and 2019 Acquisitions, partly offset by income tax expense of $2,793 for the year ended December 31, 2019 compared to an income tax recovery of $1,527 in 2018.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    12

(ii) Three-month period ended December 31, 2019 compared to three-month period ended December 31, 2018

The following tables summarize our results of operations for the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018.

	Three-month period			Three-month period
	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Service fees – net of allowances and discounts		76,253			44,769
Other revenue		773			683
Revenue		77,026			45,452
Employee compensation		25,442			19,266
Reading fees		11,002			5,764
Rent and utilities		2,793			4,974
Third party services and professional fees		6,447			2,594
Administrative		3,562			2,407
Medical supplies and other expenses		2,517			1,612
Depreciation and amortization		7,364			3,003
Stock-based compensation		749			1,238
Interest expense		10,576			1,778
Impairment of property and equipment		—			4
Settlement costs (recoveries)		(443	)		14
Acquisition related costs		410			1,506
Financial instruments revaluation and other (gains) losses		91			524
Income before income taxes		6,516			768
Income tax provision (recovery)		2,645			(1,854	)
Non-controlling interests		616			412
Net income attributable to shareholders of Akumin		3,255			2,210

	Three-month period			Three-month period
Adjusted EBITDA	ended			ended
(in thousands)	Dec 31, 2019			Dec 31, 2018
Revenue		77,026			45,452
Less:
Employee compensation		25,442			19,266
Reading fees		11,002			5,764
Rent and utilities		2,793			4,974
Third party services and professional fees		6,447			2,594
Administrative		3,562			2,407
Medical supplies and other expenses		2,517			1,612
IFRS 16 impact on leases		4,416			—
Sub-total		56,179			36,617
Non-controlling interests		616			412
One-time adjustments		—			(777	)
Adjusted EBITDA		20,231			9,200
Adjusted EBITDA Margin		26	%		20	%

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    13

Volume and revenue. RVUs related to service fee revenues in the three-month period ended December 31, 2019 were 1,583 (in thousands) compared to 1,020 in the three-month period ended December 31, 2018. Pro-rating the 2018 Kissimmee Acquisition and Broward Acquisition and excluding the 2019 Acquisitions, on a same-center basis, RVUs were 1,072 in the three-month period ended December 31, 2019 compared to 1,016 in the three-month period ended December 31, 2018, which represents an increase of approximately 5%. The Company continues to experience volume growth across multiple markets in which it operates.

Revenue was $77,026 and $45,452 for the three-month periods ended December 31, 2019 and 2018, respectively. The variance is mainly due to the 2018 Acquisitions and 2019 Acquisitions. In the three-month period ended December 31, 2019, approximately 29% of service fee revenue was earned from auto/attorney payors, compared to approximately 13% in the three-month period ended December 31, 2018.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 42% to 33% in the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018. This decrease is primarily attributed to the 2018 Acquisitions and 2019 Acquisitions, and incentive-based cash compensation paid to management in the three-months ended December 31, 2018 which had previously not been accrued (please refer to “one-time adjustments” noted below).

Reading fees. For the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018, reading fees, as a percentage of revenue, increased from 13% to 14%. This increase is a result of the 2018 Acquisitions and 2019 Acquisitions.

Rent and utilities. For the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018, rent and utilities decreased from 11% to 4% of revenue. This decrease is mainly attributable to the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, rent and utilities would have been 9% of revenue in the year ended December 31, 2019.

Third party services and professional fees. For the three-month period ended December 31, 2019, third party services and professional fees, as a percentage of revenue, increased from 6% to 8% of revenue compared to the three-month period ended December 31, 2018. The increase is partly due to the 2018 Acquisitions and 2019 Acquisitions and reclassification of certain costs as non-operating expenses (please refer to “one-time adjustments” noted below).

Administrative expenses and medical supplies and other expenses. For the three-month period ended December 31, 2019 compared to the three-month period ended December 31, 2018, administrative expenses and medical supplies and other expenses decreased from 9% to 8% of revenue partly due to fixed nature of certain costs and the adoption of IFRS 16. Excluding the impact of adoption of IFRS 16, the administrative expenses and medical supplies and other expenses would have been 8% of revenue in the three months ended December 31, 2019.

One-time adjustments. For the three-month period ended December 31, 2019 the one-time adjustments were $nil compared to $777 during the three-month period ended December 31, 2018. These adjustments related to: (i) the incentive-based cash compensation for the nine-month period ended September 30, 2018 which had previously not been accrued and was paid to management in the three-month period ended December 31, 2018; and (ii) reclassification of certain third party services and professional fees as non-operating expenses that related to the nine-month period ended September 30, 2018 but were reclassified in the three-month period ended December 31, 2018.

Adjusted EBITDA. Adjusted EBITDA for three-month ended December 31, 2019 was $20,231 compared to $9,200 for the three-month period ended December 31, 2018. The variance is mainly attributable to the 2018 Acquisitions, the 2019 Acquisitions and increased contribution from the legacy Florida operations. Adjusted EBITDA Margin for the thee-month period ended December 31, 2019 was 26% compared to 20% for the three-month period ended December 31, 2018. The higher margin was mainly due to the ADG Acquisitions.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $3,255 (4% of revenue) for the three-month period ended December 31, 2019 and net income for the three-month period ended December 31, 2018 was $2,210 (5% of revenue). This increase in net income is mainly due to timing of the above noted 2018 Acquisitions and 2019 Acquisitions, partly offset by income tax expense of $2,645 in the three-month period ended December 31, 2019 compare to an income tax recovery of $1,854 in three-month period ended December 31, 2018.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    14

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position	As at		As at
(in thousands)	Dec 31, 2019		Dec 31, 2018
Cash		23,389		19,326
Total assets		663,384		240,778
Less: Right of use assets		123,631		—
Total assets, excluding right of use assets		539,753		240,778
Total debt (1)		479,120		117,507
Less: Other lease liabilities		128,684		—
Total debt, excluding other lease liabilities		350,436		117,507
Non-controlling interests		2,904		2,467
Shareholders’ equity		138,692		103,938

(1) Total debt consists of borrowing under the credit facility, subordinated debt, subordinated debt-earn-out, Wesley Chapel Loan and lease liabilities (including finance leases and other leases), including both the current and non-current portions.

Cash was $23,389 as at December 31, 2019, an increase of $4,063, as compared to $19,326 as at December 31, 2018. The increase in cash during the year ended December 31, 2019 was due to $19,859 and $215,311 provided by operating activities and financing activities, respectively, partly offset by $231,107 used in investing activities.

Accounts receivable were $82,867 as at December 31, 2019, an increase of $53,056, as compared to $29,811 as at December 31, 2018. This increase is mainly due to (a) $27,814 of accounts receivable recognized in the purchase price allocations for Rose Acquisition, Kissimmee Acquisition, Broward Acquisition, ADG Acquisitions, El Paso Acquisition and West Palm Beach Acquisition and (b) growth in revenue due to 2018 Acquisitions and 2019 Acquisitions.

As at December 31, 2019, the Company’s days of sales outstanding (“DSO”) were approximately 98 days (approximately 98 days at September 30, 2019). Excluding attorney/auto payors, DSO were approximately 66 days (approximately 77 days at September 30, 2019). The stability in total DSO and the improvement in the DSO excluding attorney/auto payors as at December 31, 2019 relative to September 30, 2019, are mainly due to improved collections in the quarter as the Company continues to focus on integrating previously announced acquisitions onto its revenue cycle platform. The stability in total DSO has occurred despite contribution from the following items during the three-month period ended December 31, 2019 (as compared to the three-month period ended September 30, 2019): (a) higher revenue contribution mainly due to El Paso Acquisition and West Palm Beach Acquisition; (b) increase in accounts receivable acquired due to the West Palm Beach Acquisition and (c) higher proportion of revenue mix from attorney/auto payors with a longer collection cycle, partly offset by collections in the quarter.

Property and equipment was $199,624 as at December 31, 2019, an increase of $144,056, as compared to $55,568 as at December 31, 2018. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for Davie Acquisition ($598), ADG Acquisitions ($28,135), Deltona Acquisition ($449), El Paso Acquisition ($7,606) and West Palm Beach Acquisition (16,058), right of use assets recognized upon adoption of IFRS 16 ($98,744), additions to right of use assets ($3,585), and capital expenditures ($17,099) partly offset by depreciation ($26,317) and net disposals ($1,900).

Intangible assets were $9,387 as at December 31, 2019, an increase of $5,718, as compared to $3,669 as at December 31, 2018. This increase is mainly due to intangible assets recognized in the purchase price allocations for ADG Acquisitions ($5,870), El Paso Acquisition ($720) and West Palm Beach Acquisition ($1,080), partly offset by amortization recorded in the period.

Goodwill was $342,222 as at December 31, 2019, an increase of $211,682 of as compared to $130,540 as at December 31, 2018. This increase is attributable to goodwill recognized from the 2019 Acquisitions, partly offset by a reduction in goodwill of $5,105 mainly due to accounts receivable recognized in 2019 in the purchase price allocation for the Rose Acquisition, the Kissimmee Acquisition and the Broward Acquisition.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    15

Total debt (excluding other lease liabilities) was $350,436 as at December 31, 2019, an increase of $232,929 as compared to $117,507 as at December 31, 2018. This increase is attributable to May 2019 Loans proceeds ($354,114), non-cash interest accretion ($1,928), loss on revaluation upon settlement of Syndicated Loans and subordinated note ($1,850), loss on revaluation of derivative financial instruments liability ($952), loss on revaluation of Subordinated Note – Earn-out ($15) and increase in finance lease liabilities ($4,238), partly offset by loan repayments ($113,887), repayment of subordinated note ($1,500) and debt issuance costs ($14,781).

The Company’s shareholders’ equity was $138,692 as at December 31, 2019, an increase of $34,754 as compared to $103,938 as at December 31, 2018. This increase is due to issuance of $23,437 in common shares related to the ADG Acquisitions, $1,311 in warrants exercised, stock-based compensation of $3,555 and net income of $6,451 earned by the Company during the year ended December 31, 2019.

Non-controlling interests were $2,904 as at December 31, 2019, an increase of $437, as compared to $2,467 as at December 31, 2018. The non-controlling interests are associated with the Texas Acquisition. In the year ended December 31, 2019, net income attributable to the non-controlling interests was $2,200, partly offset by distributions of $1,763.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    16

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
(in thousands, except EPS) (1)	2019			2019			2019			2019			2018			2018			2018			2018
RVUs		1,583			1,435			1,163			1,066			1,020			850			756			666
Revenue		77,026			68,874			53,985			47,551			45,452			39,131			36,774			33,425
Adjusted EBITDA		20,231			18,039			12,290			9,251			9,200			8,285			8,260			6,807
Adjusted EBITDA Margin		26	%		26	%		23	%		19	%		20	%		21	%		22	%		20	%
Depreciation and amortization		7,364			8,142			6,635			6,130			3,003			2,577			2,164			2,108
IFRS 16 impact on depreciation		2,797			3,442			3,110			2,996			—			—			—			—
Depreciation and amortization excluding IFRS 16 impact		4,567			4,700			3,525			3,134			3,003			2,577			2,164			2,108
Interest expense		10,576			9,591			5,300			3,469			1,778			1,482			1,379			1,340
IFRS 16 impact on interest expense		3,068			1,928			1,683			1,594			—			—			—			—
Interest expense excluding IFRS 16 impact		7,508			7,663			3,617			1,875			1,778			1,482			1,379			1,340
Net income (loss) attributable to shareholders of Akumin		3,255			1,988			(961	)		2,169			2,210			195			1,436			1,160
EPS – Basic		0.05			0.03			(0.01	)		0.03			0.04			0.00			0.02			0.02
EPS – Diluted		0.05			0.03			(0.01	)		0.03			0.04			0.00			0.02			0.02
Effective tax rate (2)		24.3	%		24.3	%		24.3	%		24.3	%		24.7	%		24.7	%		24.7	%		24.7	%
Adjusted net income (loss) attributable to shareholders of Akumin		6,178			4,300			3,900			3,214			3,328			3,183			3,552			2,530
Adjusted EPS – Basic (3)		0.09			0.06			0.06			0.05			0.05			0.05			0.06			0.05
Adjusted EPS – Diluted (3)		0.09			0.06			0.06			0.05			0.05			0.05			0.06			0.05
Cash		23,389			17,476			22,018			18,897			19,326			20,370			19,814			9,877
Total assets		663,384			636,561			616,082			353,111			240,778			220,782			189,330			171,276
Right of use assets		123,631			122,622			122,275			107,906			—			—			—			—
Total assets, excluding right of use assets		539,753			513,939			493,807			245,205			240,778			220,782			189,330			171,276
Total debt		479,120			454,240			438,258			226,395			117,507			103,620			76,015			75,930
Other lease liabilities (4)		128,684			126,226			124,586			109,060			—			—			—			—
Total debt, excluding other lease liabilities		350,436			328,014			313,672			117,335			117,507			103,620			76,015			75,930
Non-controlling interests		2,904			2,766			2,632			2,543			2,467			2,549			2,474			5,872
Shareholders’ equity		138,692			134,688			131,847			107,540			103,938			100,491			98,595			76,867
Capital (5)		465,739			445,226			423,500			205,978			202,119			183,741			154,796			142,920

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(3) Adjusted EPS means Adjusted net income (loss) attributable to shareholders of Akumin divided by Akumin’s weighted average common shares outstanding for the period (basic or diluted).

(4) Other lease liabilities include leases other than finance leases.

(5) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    17

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected non-IFRS financial information on a last twelve-month (“LTM”) and last quarter annualized (“LQA”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, during the LTM period ended December 31, 2019, the Company made the following acquisitions: Davie Acquisition (April 1, 2019), ADG Acquisitions (May 31, 2019), Deltona Acquisition (May 31, 2019), El Paso Acquisition (August 16, 2019) and West Palm Beach (October 4, 2019). As a result, the LTM period ended December 31, 2019 does not contain a full twelve months contribution from these acquisitions. The LQA period ended December 31, 2019 does not contain a full contribution from the West Palm Beach Acquisition. The Company monitors the following information to measure its overall financial performance.

	LQA			Year ended			Year ended
(in thousands, except EPS)	Q4 2019			Dec 31, 2019			Dec 31, 2018
RVUs		6,332			5,247			3,291
Revenue		308,104			247,436			154,782
Adjusted EBITDA		80,924			59,813			31,775
Adjusted EBITDA Margin		26	%		24	%		21	%
Adjusted EPS—Diluted (1)		0.36			0.26			0.20
Adjusted Return on Capital (“ROC”) (2)		10	%		10	%		10	%
Adjusted Return on Equity (“ROE”) (3)		18	%		15	%		13	%

(1) Adjusted EPS – Diluted (LTM) is calculated as the sum of the last four quarters’ Adjusted EPS—Diluted.

(2) Adjusted ROC is defined as LTM or LQA Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM or LQA Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such issuances are noted in the Company’s consolidated financial statements for the year ended December 31, 2019.

As at December 31, 2019, the Company had cash of $23,389.

As at December 31, 2019, the Company had $350,436 of senior loans payable, derivative financial instruments liability, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of December 31, 2019, $5,496 of these liabilities are due within one year.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    18

As at December 31, 2019, we had other lease liabilities of $128,684, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of December 31, 2019, $9,151 of these liabilities are due within one year. As at December 31, 2019, the Company had finance lease liabilities of $8,415. As of December 31, 2019, $1,790 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

May 2019 Loans

On May 31, 2019 the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (“Term Loan A”, “Term Loan B” and collectively, “Term Loans”) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, of which $3,300 was utilized as at May 31, 2019 (the “May 2019 Revolving Facility”, and together with the Term Loans, the “May 2019 Loans”). $16,000 of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1,300 under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance an acquisition near West Palm Beach, Florida. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used to refinance the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisition and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300, net of debt issuance costs of approximately $14.8 million. In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition and in December 2019, the Company used $3.2 million from the May 2019 Revolving Facility to finance two small acquisitions undertaken in January 2020 in Florida and Illinois. As at December 31, 2019, this credit facility had a balance of $22.1 million.

Syndicated Loans

The Company entered into a credit agreement dated August 15, 2018 (the “Syndicated Credit Agreement”) with a syndicate of five financial institutions. Under the terms of the Syndicated Credit Agreement, the Company received a term loan (“Syndicated Term Loan”) of $100,000 (face value) and a revolving credit facility of $30,000, of which, $11,900 was utilized as of May 30, 2019 (the “Syndicated Revolving Facility”, and together with the “Syndicated Term Loan”, the “Syndicated Loans”). The Syndicated Loans could be increased by an additional $40,000 subject to certain conditions. The Company used $11,900 of the Syndicated Revolving Facility to partly finance the Broward Acquisition and the Kissimmee Acquisition. The proceeds of the Syndicated Term Loan were used to completely settle the August 2017 Term Loan for $74,635, finance the Rose Acquisition, and pay related debt issuance costs. Management determined the fair value of the Syndicated Term Loan to be its face value of $100,000, net of debt issuance costs of approximately $2.2 million.

In accordance with the terms of the Syndicated Loans, the Company used part of the proceeds of the Term Loans to refinance the Syndicated Loans on May 31, 2019 for $112,482 (face value of $111,900 and accrued interest and related fees of $582). The Company also recorded a fair value loss of $1,843 on the extinguishment of the Syndicated Loans, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    19

Wesley Chapel Loan

As part of the Rose Acquisition, the Company, through a subsidiary, assumed a senior secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of December 31, 2019, the face value of the Wesley Chapel Loan was $1,514 (amortized cost of $1,447).

Subordinated Note Payable

As part of the Tampa Acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note—Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note—Earn-out was revalued at $184 as at December 31, 2019 and the change in fair value was recognized in the consolidated statement of net income (loss) and comprehensive income (loss).

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, loans to related parties, accounts payable and accrued liabilities, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the loans to related parties, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan, Subordinated Note, Subordinated Note – Earn-out, ADG Acquisition-earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended on November 22, 2019), with a financial institution in order to mitigate interest rate risk under the May 2019 Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000 as at July 31, 2019) with (i) a cap rate of 3.00% (LIBOR) per annum and a termination date of July 31, 2022, and (ii) a floor rate of 1.4825% (LIBOR) per annum and a termination date of October 31, 2021. During February 2020, the Company amended this interest rate collar contract by reducing the floor rate to 1.1475% (LIBOR) and extending the termination date to July 31, 2022.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    20

Financial assets measured at amortized cost include cash, accounts receivable and loans to related parties. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, May 2019 Loans, Syndicated Loans, Wesley Chapel Loan and Subordinated Note. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out and ADG Acquisition-earn-out, as financial liabilities at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. Refer to note 17 of our December 31, 2019 consolidated financial statements for further discussion regarding risk management arising from financial instruments.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of approximately $181 as at December 31, 2019.

Share Information

As of the date of this MD&A, we have 70,125,928 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 5,778,120 common shares, or approximately 8.24% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, we would be required to issue up to an additional 52,500 common shares, or approximately 0.07% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Further, as of the date of this MD&A, there are 525,000 warrants to purchase common shares which are issued and outstanding. If those warrants were to be exercised, we would be required to issue an additional 525,000 common shares, or approximately 0.75% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s consolidated financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

On February 9, 2018, the Company announced that certain senior officers and directors of the Company acquired an aggregate of 532,857 common shares of the Company at $3.50 per share for total cash consideration of $1,865. The shares were acquired pursuant to a previous exercise of a call option by Z Strategies Inc., a corporation controlled by Riadh Zine, the President and Chief Executive Officer of the Company. The call option was entered into in connection with Akumin US’s acquisition of Preferred Medical Imaging, LLC effective August 9, 2017 at the request of certain selling securityholders

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    21

of Preferred Medical Imaging, LLC. On February 8, 2018, Akumin US agreed to lend an aggregate of $500 to the Company’s President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary (collectively, “the Pledgors”) in connection with the purchase by such officers of a total of approximately 142,857 common shares under that call option, as nominees of Z Strategies Inc. This loan charged interest at 6% per annum and was payable on maturity at February 8, 2021. The borrowing officers of the Company granted a security interest in the common shares purchased by them with the loan proceeds in favour of Akumin Corp. During 2019, the Pledgors completely paid off this loan and accrued interest and the security was released.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at net realizable value and subsequently measured at amortized cost less loss allowances. During the year ended December 31, 2019 the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    22

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and other payors for such services.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 31, 2020 for its fiscal year ended December 31, 2019, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    23

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols

“AKU.U” and “AKU”.

AKUMIN INC  |  Management’s Discussion and Analysis  |  2019    24

EX-99.58

Exhibit 99.58

April 13, 2020

VIA SEDAR

NOTICE TO READER

Re: Akumin Inc.

Please be advised that the Annual Information Form (“AIF”) of Akumin Inc. as at and for the year ended December 31, 2019 has been re-filed to correct the date of the AIF to March 31, 2020. No other changes were made to the AIF.

Annual Information Form

For the year ended December 31, 2019

Dated: March 31, 2020

Table of Contents

Meaning of Certain References	1
Glossary	1
Non-IFRS Measures	1
Forward-Looking Information	2
Corporate Structure	4
Name, Address and Incorporation	4
Intercorporate Relationships	4
General Development of the Business	5
Three-Year History	6
The Business	7
Overview of Akumin	7
Business Model	7
Outpatient Diagnostic Imaging Centers	8
Future Growth	8
Seasonality	9
Competition	9
Compliance and Internal Controls	9
Employees	10
Environmental and Corporate Responsibility	10
Risk Factors	11
Risks Related to our Business and Industry	11
Risks Related to Ownership of our Shares	22
Dividends and Distributions	26
Description of Capital Structure	26
Common Shares	26
Preferred Shares	27
Market For Securities	27
Trading Price and Volume	27
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer	27
Directors and Officers	28
Ownership Interest	29
Cease Trade Orders	29
Bankruptcies	29
Penalties or Sanctions	30
Conflicts of Interest	30
Audit Committee	30
Audit Committee	30
Pre-Approval Policies and Procedures	30
External Auditor Service Fees	31
Legal Proceedings and Regulatory Actions	31
Interests of Management and Others in Material Transactions	32
Transfer Agent and Registrar	32
Material Contracts	32
Interests of Experts	33
Additional Information	33

Annual Information Form

Meaning of Certain References

Unless otherwise noted or the context requires:

a) all references in this annual information form (the “Annual Information Form”) to the “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries and other consolidating entities, on a consolidated basis, as of the date hereof;

b) all references to “$” are to United States dollars; and

c) all references to “federal” refer to the departments and agencies of the federal government of the United States of America. Certain terms used in this Annual Information Form are defined under “Glossary”.

Glossary

Certain terms used in this Annual Information Form have the following meanings:

“Common Shares” means the common shares in the capital of the Company.

“Control” means: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other person or persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such person are held, directly or indirectly, by or solely for the benefit of the other person or persons; and “Controls” and “Controlling” shall be interpreted accordingly.

“Fiscal 2018” refers to the 12-month period ended December 31, 2018 of the Company.

“Fiscal 2019” refers to the 12-month period ended December 31, 2019 of the Company.

“SEDAR” means the system for electronic document analysis and retrieval at www.sedar.com.

“Shareholders” means the holders of Common Shares.

Non-IFRS Measures

This Annual Information Form makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that

AKUMIN INC.  |  Annual Information Form  |  2019    1

may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to Shareholders before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related costs and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the total revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expenses), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

See “Non-IFRS Measures” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2019, which section is incorporated by reference herein, for a reconciliation of these non-IFRS measures to the relevant reported measures calculated in accordance with IFRS.

Forward-Looking Information

This Annual Information Form contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this Annual Information Form include, without limitation, statements regarding:

• expected performance and cash flows;

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of our directors and executive officers.

AKUMIN INC.  |  Annual Information Form  |  2019    2

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in our industry;

• our ability to service existing debt;

• our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete our acquisitions;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisition;

• market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate (including the adverse impact of the coronavirus (COVID-19) pandemic on the Company).

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Annual Information Form in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

• no unforeseen changes in the regulatory environment for our services;

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster, public health epidemic or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this Annual Information Form by the foregoing cautionary statements.

AKUMIN INC.  |  Annual Information Form  |  2019    3

Corporate Structure

Name, Address and Incorporation

Akumin Inc. is a corporation existing under the Business Corporations Act (Ontario) (the “OBCA”). The Company was formed on August 12, 2015 through the amalgamation of Elite Imaging Inc. (“Elite Imaging”) with 2473241 Ontario Inc. (“2473241”). 2473241 was incorporated under the OBCA on June 30, 2015. Elite Imaging was incorporated under the OBCA on September 23, 2013 as “Tristate Canadian Holdings Inc.” and changed its name to Elite Imaging Inc. on September 17, 2014. Elite Imaging subsequently changed its name to Akumin Inc. pursuant to articles of amendment filed on March 22, 2017.

Our registered and Canadian head office is located at 151 Bloor Street West, Suite 603, Toronto, Ontario M5S 1S4. Our U.S. head office is located 8300 W. Sunrise Blvd, Plantation, Florida, United States of America 33322. Our telephone number at our Canadian head office is 416-613-1391 and our toll-free telephone number is 1-800-730-0050.

Our website is www.akumin.com. Information contained on our website does not constitute a part of this Annual Information Form.

Intercorporate Relationships

The Company’s principal subsidiaries, their corresponding jurisdictions of incorporation, continuance, formation or organization, as the case may be, and the Company’s percentage interest in such subsidiaries as of the date of this AIF are set forth in the table below:

	Percentage Interest held Directly or	Jurisdiction of
Name of Subsidiary	Indirectly by Akumin	Incorporation/Formation
Advanced Diagnostic Group, LLC	100%	Florida
Advanced Diagnostic Holdings, LLC	100%	Delaware
Advanced Diagnostic Resources, LLC	100%	Florida
AFO Imaging, Inc.	100%	Florida
Akumin Corp.	100%	Delaware
Akumin FL, LLC	100%	Florida
Akumin Florida Holdings, LLC	100%	Florida
Akumin Health Illinois, LLC	100%	Illinois
Akumin Holdings Corp.	100%	Delaware
Akumin Imaging Texas, LLC	100%	Texas
Imaging Center of West Palm Beach LLC	100%	Florida
LCM Imaging, Inc.	100%	Florida
Phoenix Imaging, LLC	60%	Wyoming
PMI Partners, LLC	100%	Texas
Preferred Imaging at Casa Linda Plaza, LLC	100%	Texas
Preferred Imaging at the Medical Center, LLC	100%	Texas
Preferred Imaging HEB, LLC	100%	Texas
Preferred Imaging of Amarillo, LLC	57%	Texas
Preferred Imaging of Austin, LLC	100%	Texas
Preferred Imaging of Corinth, LLC	100%	Texas
Preferred Imaging of Denton, LLC	100%	Texas
Preferred Imaging of Fort Worth, LLC	100%	Texas
Preferred Imaging of Frisco, LLC	100%	Texas
Preferred Imaging of Garland, LLC	100%	Texas
Preferred Imaging of Grapevine/Colleyville, LLC	100%	Texas
Preferred Imaging of Irving, LLC	100%	Texas
Preferred Imaging of McKinney, LLC	100%	Texas
Preferred Imaging of Mesquite, LLC	100%	Texas
Preferred Imaging of Plano, LLC	100%	Texas
Preferred Imaging on Plano Parkway, LLC	100%	Texas
Preferred Open MRI, LLC	100%	Texas
Premier Health Services, Inc.	60%	Illinois
Premier Open MRI, Inc.	60%	Kansas
Round Rock Imaging, LLC	100%	Texas
SyncMed, LLC	100%	Texas
TIC Acquisition Holdings, LLC	100%	Florida
Vista PEM Providers, LLC	100%	Texas

AKUMIN INC.  |  Annual Information Form  |  2019    4

In addition, the Company, directly or indirectly, has exclusive management of the administrative and non-clinical affairs of the following affiliated physician groups (as defined below) and the table below sets forth their respective jurisdictions of incorporation or formation, as the case may be:

	Jurisdiction of
Name of Affiliated Physician Group	Incorporation/Formation
Delaware Open MRI Radiology Associates, LLC	Delaware
Elite Imaging, LLC	Florida
Elite Radiology of Georgia, LLC	Georgia
Jeanes Radiology Associates, LLC	Pennsylvania
Lebanon Diagnostic Imaging, LLC	Pennsylvania
Rittenhouse Imaging Center, LLC	Pennsylvania
Rose Radiology Centers, LLC	Florida
Wilkes-Barre Imaging, L.L.C.	Pennsylvania

Affiliated Physicians Groups

In some states, our Company is affiliated with medical practices organized in traditional practice group structures which operate certain of our imaging clinics. In accordance with applicable state laws, these affiliated practice groups are responsible for the provision of medical care to patients at the imaging centers operated by those affiliated practice groups. Most of our other imaging centers are organized as independent diagnostic testing facilities or “IDTFs”. Our affiliated practice groups are separate legal entities organized under state law generally as limited liability companies but could also be organized as business corporations, professional associations, professional corporations or partnerships. Each of our affiliated physician groups is owned by one or more licensed physicians affiliated with the Company through employment or another contractual relationship.

Our affiliated physician practices employ or engage radiologists and other medical professionals to provide clinical services at certain of our imaging centers. In most of our affiliated physician groups, the physicians who own the equity in the affiliated physician group have entered into a contractual relationship with the Company which provide for restrictions on the transfer of such equity interest.

Further, many states have laws that prohibit or restrict the ability for business corporations, such as Akumin, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians, or engaging in certain arrangements, such as fee splitting, with physicians. In light of these restrictions, we operate certain of our imaging centers by maintaining long-term administrative of management services contracts through our subsidiaries with affiliated physician groups. Under the terms of these services contracts, our subsidiary has been engaged as the exclusive manager and provider of the affiliated physician group’s administrative and non-clinical affairs. Subject to applicable state laws and other regulations, our subsidiary provides services as manager for the affiliated physician group such as, which services typically include billing patients and third-party payors, providing and maintaining medical equipment and, procuring non-clinical staff and performing other back-office administrative services. Under the terms of our management agreements with the affiliated physician groups, Akumin, or its affiliate, is typically paid for its services based on the performance of the applicable affiliated physician group. Our subsidiaries do not represent that they offer medical services and do not exercise influence or control over the practice of medicine by the physicians employed or engaged by the affiliated physician groups. General Development of the Business

AKUMIN INC.  |  Annual Information Form  |  2019    5

Three-Year History

Acquisitions

Preferred Medical Imaging – On August 9, 2017, the Company acquired all of the issued and outstanding equity interests in Preferred Medical Imaging, LLC (“Akumin Texas”)¹ for $94 million. Akumin Texas, through its wholly-owned, Controlled and managed subsidiaries, operates diagnostic imaging centers predominantly in the Dallas-Fort Worth, Texas area, as well as additional diagnostic imaging centers in other parts of Texas, in Chicago, Illinois and in Wichita, Kansas. The acquisition included the acquisition by Akumin Texas of all of the issued and outstanding equity interests in SyncMed, LLC, which operates a medical equipment maintenance business which exclusively Akumin Texas and its subsidiaries.

West Florida Acquisition – On May 11, 2018, the Company acquired a four diagnostic imaging centers in and around the Tampa, Florida area, commencing operations on Florida’s west coast.

Texas Non-Controlling Interest Acquisition – On May 24, 2018, the Company, through Akumin Texas, acquired all of the outstanding non-controlling interests in seven of its existing Texas-based diagnostic imaging centers for an aggregate purchase price of approximately $21.6 million, of which approximately $17.9 million was paid in cash and the balance of approximately $3.7 million was paid by the issuance of Common Shares.

Rose Radiology Acquisition – On August 15, 2018, the Company acquired the assets of eleven diagnostic imaging centers operated by Rose Radiology Centers, Inc.² (“Rose Radiology”) on Florida’s west coast for approximately $24 million. In connection with the acquisition, Akumin US was appointed the exclusive manager of the administrative and non-clinical affairs of Rose Radiology.

Tuck-in Acquisitions—In two additional transactions which closed on November 1, 2018 and November 9, 2018, Akumin acquired one imaging center in central Florida from another seller and four in south Florida from Diagnostic Professionals, Inc. and related parties, respectively. Akumin also completed tuck-in acquisitions for a single imaging center on April 1, 2019 and another on May 31, 2019.

Advanced Diagnostic Group Acquisition – On May 31, 2019, the Company, through its wholly owned indirect subsidiary, Akumin Corp. (“Akumin US”), in contemporaneous transactions acquired Advanced Diagnostics Group (“ADG”), The Imaging Centers of West Palm and exclusive management of Elite Radiology of Georgia. As a result of the transactions (collectively, the “ADG Acquisitions”), Akumin US acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC for a total purchase price of approximately $216 million, of which $25 million was satisfied by the issuance of Common Shares at a price of $4.00 per Common Share. Part of the purchase price for SFL Radiology Holdings, LLC is subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses. The Company filed a business acquisition report with respect to the ADG Acquisitions in Form 51-102F4 on SEDAR on August 22, 2019.

Southwest X-Ray Acquisition – On August 16, 2019, Akumin Texas acquired five diagnostic imaging centers located in and around El Paso, Texas from Southwest X-Ray, LP.

Other Tuck-in Acquisitions– From October, 2019 through January 1, 2020, the Company acquired four diagnostic imaging centers in Florida in two separate tuck-in transactions and one diagnostic imaging center in Illinois in a tuck-in transaction.

Financing

Initial Public Offering – We completed our initial public offering via a long-form prospectus of the Company dated November 24, 2017, and the Common Shares were listed for trading in U.S. dollars on the Toronto Stock Exchange (“TSX”) under the symbol “AKU.U” on December 1, 2017. The Common Shares were also listed for trading in Canadian dollars on the TSX under the symbol “AKU” on September 24, 2018.

(1) Preferred Medical Imaging, LLC changed its name to Akumin Imaging Texas, LLC pursuant to Articles of Amendment effective December 31, 2018.

(2) Rose Radiology Centers, Inc. converted to a limited liability company, as Rose Radiology Centers, LLC, effective September 1, 2018.

AKUMIN INC.  |  Annual Information Form  |  2019    6

2018 Refinancing – On August 15, 2018, we refinanced our existing credit facilities (the “2018 Financing”) with a syndicate of institutional lenders. The credit facilities included a term loan credit facility with a principal amount of $100 million and a revolving credit facility of $30 million, both with a maturity date of August 15, 2023. The proceeds of the term loan credit facility were used to repay our prior senior credit facility with a principal amount outstanding of approximately $74.6 million and to finance the purchase price for the centers operated by Rose Radiology of approximately $24 million. The credit facilities were secured against all of the assets of the Company and its managed radiology practices, subject to certain limited exceptions.

Subordinated Note – In connection with an acquisition, our subsidiary, Akumin FL, LLC, assumed a subordinated note from the sellers on May 11, 2018 with a principal amount of $1.5 million due to a lender. The obligations under that subordinated note are secured over all of the assets of Akumin FL, LLC and are subordinated to a working capital loan with a principal amount of up to $5 million due by Akumin FL, LLC to Akumin US. The principal amount of $1.5 million under the note was prepaid in full in connection with the 2019 Financing, however, subject to certain contingencies related to the performance of the acquisition target during the period from January 1, 2019 through December 31, 2021, the principal amount due under the subordinated note may be increased from $0 (zero) to a maximum of $4.0 million.

2019 Refinancing – On May 31, 2019, the Company refinanced its senior credit facilities (the “2019 Financing”) with a syndicate of institutional lenders. The credit facilities were for an aggregate principal amount of $382 million and included a Term Loan A facility of $66 million, a Term Loan B facility of $266 million and a revolving facility of $50 million. $16 million of the Term Loan A facility was subject to a delayed draw which was drawn on or about October 4, 2019 in connection with an acquisition and the balance of the proceeds were used to repay the 2018 Financing and in connection with the ADG Acquisition.

The Business

Overview of Akumin

Akumin is a leading provider of outpatient diagnostic imaging services in the United States, with freestanding centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders, thereby reducing the need for unnecessary invasive procedures and contributing to lower costs and better outcomes for patients. Our imaging procedures include magnetic resonance imaging (MRI), computerized tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

Business Model

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for deep, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

We manage our business on the basis of one operating and reportable segment: outpatient diagnostic medical imaging services. We derive substantially all of our revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. For Fiscal 2019, we generated revenue from continued operations of approximately $247 million.

AKUMIN INC.  |  Annual Information Form  |  2019    7

Note: Revenue and Adjusted EBITDA are recorded in ‘000s.

Outpatient Diagnostic Imaging Centers

As of December 31, 2019, we operated 129 outpatient diagnostic imaging centers in the United States spread across Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our outpatient diagnostic imaging centers offer diagnostic imaging for referring physicians, as well as diagnostic imaging related to personal injury protection. We provide a full range of medical imaging services, including MRI, CT, PET, ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

The following table shows the number of outpatient diagnostic imaging centers of Akumin as at each given date:

	As at		As at		As at		As at
	Dec 31, 2019		Dec 31, 2018		Dec 31, 2017		Sep 30, 2016
Number of Diagnostic Imaging Facilities		129		96		74		39

Future Growth

We have a strategic and thoughtful approach to growth that is focused on profitability over the long term.

Our planned growth will be comprised of organic growth as well as opportunistic acquisitions. We expect the near term focus of our acquisition growth will be in the markets where we currently maintain a significant foothold.

Organic growth will be a combination of marketing and operational focus to increase volumes in our existing clinics as well as opening new clinics in our key markets. Additionally, where market demand subsists, we will consider adding modalities in centers that are currently only single or dual modality centers. We expect multi-modality centers to help diversify risk while contributing positively to our margins.

We also expect to focus on key markets and to build geographic density within those markets to help us work closely with the insurance payors with whom we conduct business.

To attain growth and offer a competitive differentiator in key markets, we will also consider replacing or adding new technologies and equipment. While reimbursement rates may not change with newer equipment, we believe this strategy will offer us a market advantage which will ultimately lead to increased volumes. An example of this is our investment in 3D digital mammography, which is now being reimbursed by many of the large national insurance payors in addition to Medicare.

AKUMIN INC.  |  Annual Information Form  |  2019    8

See “Forward-Looking Information” and “Risk Factors” in this Annual Information Form.

Seasonality

The seasonality in our business usually leads to lower first calendar quarter revenue and profitability from typically weaker utilization of services. Our business is also affected by the hurricane season which may impact our operations in coastal regions, particularly in Florida, albeit the Company seeks to mitigate disruptions as a result of hurricane damage through insurance coverage. Our geographic diversification across the Northeast, Southeast and Central United States helps to diminish such seasonality risks.

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

Compliance and Internal Controls

The Company is subject to a range of state and federal regulatory laws and statutes. Compliance and related internal controls are managed by the Company’s Chief Compliance Officer, who chairs the Company’s Compliance Committee. The Compliance Committee has oversight with respect to the following matters:

• audit compliance in marketing, operations, billing, clinical, information technology, exclusions checks, human resources and quarterly compliance checks vis-à-vis the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HIPAA”). These audits encompass members of our leadership teams within these areas and provide information related to compliance with specific statutes, including the False Claims Act, the Anti-Kickback Statute, HIPAA, the federal physician self-referral prohibition commonly known as the “Stark Law” and the state equivalent of the Stark Law and other similar statutes. The Compliance Committee analyzes this information to recommend and implement solutions;

• risk analysis for each of above areas (completed quarterly). This analysis focuses on regulatory compliance and is used for building the structure of audits for each area. Items identified are assigned scores which include likelihood of occurrence, resulting impact of occurrence and trending data for mitigating risk;

• oversight to investigations and trends within compliance program (ongoing). The Chief Compliance Officer guides his team regarding investigations and, where appropriate, completes these investigations directly and reports findings to both the Compliance Committee and the Compliance Board;

• review and modify policies and procedures, as needed (ongoing); and

• review and modify company training (ongoing).

The Company’s compliance program also includes annual training for Compliance Committee members, a compliance hotline and compliance management software.

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The Company’s internal controls for mitigating regulatory risk include:

• policies and procedures which address specific compliance issues, including marketing, operations, and compliance with specific statutes such as the False Claims Act, the Anti-Kickback Statute, HIPAA, the Stark Law and other similar statutes;

• training and education of employees on prevention of fraud and abuse, including with respect to HIPAA. One of the basic tools of this training is our Code of Conduct;

• employee-specific training provided for different job titles within the Company to address risks pertaining to their role;

• training provided to employees through our compliance management software platform which provides information including training reports for individual employees;

• management of a company-wide compliance hotline. Employees are trained to use it any time they see or suspect compliance issues. This hotline is available via phone, email, and fax and employees can maintain complete anonymity without fear of retaliation;

• having a Compliance Committee and a Compliance Board; and

• having a Chief Compliance Officer and other compliance staff.

Employees

As at December 31, 2019, we have approximately 1,737 employees.

We employ site managers who are responsible for overseeing day-to-day and routine operations at each of our outpatient diagnostic imaging centers, including staffing, modality and schedule coordination, referring physician and patient relations and ordering of materials. These site managers report to regional directors, who are responsible for oversight of the operations of all outpatient diagnostic imaging centers within their region, including operations, marketing and contracting. The regional directors, along with our directors of contracting, marketing, facilities, management/purchasing and human resources all report to our Executive Vice President and Chief Operating Officer. Our Executive Vice President and Chief Operating Officer, our Chief Financial Officer and Corporate Secretary and our medical directors report directly to our President and Chief Executive Officer.

None of our employees are covered by a collective bargaining agreement, and we have had no labour-related work stoppages.

Environmental and Corporate Responsibility

Management seeks to keep individual and collective exposure to doses of radioactive materials and radiation sources “as low as reasonably achievable” (or “ALARA”). The ALARA approach focuses on actively seeking out methods to minimize radiation exposure.

In addition to having established written policies, procedures and instructions to foster the ALARA concept within the Company, we have a dedicated Radiation Safety Officer (“RSO”). The RSO performs quarterly and annual reviews and implements changes driven by regulatory or industry requirements.

Modifications to procedures, equipment and facilities that could reduce radiation exposure are considered and reviewed by the RSO with management annually. In addition to maintaining doses to individuals ALARA, the sum of the doses received by all exposed individuals are also maintained ALARA. The RSO reviews the results of personnel monitoring every quarter and addresses any increased levels.

Radioactive material licenses issued to Akumin are maintained by the RSO and reviewed by a contracted licensed medical physicist every quarter. The radioactive materials held by the Company for equipment calibration and patient use are of low level. None of our facilities release radioactive material into the environment. All radioactive waste is held for storage in-house and decayed to background level prior to disposal.

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Our board of directors (“Board”) has also adopted a written code of conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries’ integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct and monitors compliance through our Governance Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.

Risk Factors

The following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in Akumin and the Common Shares. The risks and uncertainties described in this Annual Information Form and the information incorporated by reference herein are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of the Common Shares could be materially and adversely affected. In all these cases, the trading price of the Common Shares could decline, and prospective investors could lose all or part of their investment.

Risks Related to Our Business and Industry

Our strategy to grow our business through acquisitions is subject to significant risks.

A key component of our strategy to grow our business is to complete additional outpatient diagnostic imaging center acquisitions to expand our product range and increase our revenues. Accordingly, we will be dependent upon our ability to enter into acquisition agreements that we believe are consistent with our business strategy. Risks in acquiring new outpatient diagnostic imaging centers include: (a) our ability to locate new centers that are attractive and complement our business; and (b) our ability to acquire these centers at attractive acquisition prices. We also face competition from other outpatient diagnostic imaging companies in acquiring outpatient diagnostic imaging centers, which makes it more difficult to find attractive products on acceptable terms. Accordingly, we may not be able to acquire rights to additional outpatient diagnostic imaging centers on acceptable terms, if at all. Further, we may not be able to obtain future financing for new acquisitions on acceptable terms, if at all. Our inability to complete acquisitions of additional outpatient diagnostic imaging centers could limit the overall growth of our business.

We experience competition from other outpatient diagnostic imaging companies and hospitals, and this competition could adversely affect our revenue and business.

The market for outpatient diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our outpatient diagnostic imaging services. We compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our competitors include, among others: Radnet, Inc., Alliance Healthcare Services, Inc., Diagnostic Imaging Group, InSight Health Services Corp. and American Radiology Services. Some of our competitors may now or in the future have access to greater financial resources than we do and may have access to newer, more advanced equipment. In addition, some physician practices have established their own outpatient diagnostic imaging centers within their group practices and compete with us. We are experiencing increased competition as a result of such activities, and if we are unable to successfully compete, our business and financial condition would be adversely affected.

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Our failure to integrate the businesses we acquire successfully and on a timely basis could reduce our profitability.

We may never realize expected synergies, business opportunities and growth prospects in connection with our acquisitions. We may experience increased competition that limits our ability to expand our business. We may not be able to capitalize on expected business opportunities, assumptions underlying estimates of expected cost savings may be inaccurate, or general industry and business conditions may deteriorate. In addition, integrating operations will require significant efforts and expenses on our part. Personnel may leave or be terminated because of an acquisition. Our management may have its attention diverted while trying to integrate an acquisition. If these factors limit our ability to integrate the operations of an acquisition successfully or on a timely basis, our expectations of future results of operations, including certain cost savings and synergies as a result of the acquisition, may not be met. In addition, our growth and operating strategies for a target’s business may be different from the strategies that the target company pursued prior to our acquisition. If our strategies are not the proper strategies, it could have a material adverse effect on our business, financial condition and results of operations.

Our ability to generate revenue depends in large part on referrals from physicians.

A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the system’s designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.

Pressure to control healthcare costs could have a negative impact on our results.

One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive, and reimbursement schedules are at or below Medicare reimbursement levels. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services, because these organizations will exert greater control over patients’ access to diagnostic imaging services, the selections of the provider of such services and reimbursement rates for those services.

If our contracted radiology practices lose a significant number of radiologists, our financial results could be adversely affected.

At times, there has been a shortage of qualified radiologists in some of the regional markets we serve. In addition, competition in recruiting radiologists may make it difficult for our contracted radiology practices to maintain adequate levels of radiologists. If a significant number of radiologists terminate their relationships with our contracted radiology practices and those radiology practices cannot recruit sufficient qualified radiologists to fulfill their obligations under our agreements with them, our ability to maximize the use of our outpatient diagnostic imaging centers and our financial results could be adversely affected. Neither we, nor our contracted radiology practices, maintain insurance on the lives of any affiliated physicians.

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We may become subject to professional malpractice liability, which could be costly and negatively impact our business.

The physicians employed by our contracted radiology practices are from time to time subject to malpractice claims. We structure our relationships with radiologists in a manner that we believe does not constitute the practice of medicine by us or subject us to professional malpractice claims for acts or omissions of physicians employed by the contracted radiology practices. Nevertheless, claims, suits or complaints relating to services provided by the contracted radiology practices have been asserted against us in the past and may be asserted against us in the future. In addition, we may be subject to professional liability claims, including, without limitation, for improper use or malfunction of our outpatient diagnostic imaging equipment or for accidental contamination or injury from exposure to radiation. We may not be able to maintain adequate liability insurance to protect us against those claims at acceptable costs or at all.

Any claim made against us that is not fully covered by insurance could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, all of which could have an adverse effect on our financial performance. In addition, successful claims against us may adversely affect our business or reputation.

We may not be able to enforce claims with respect to the representations, warranties and indemnities that the sellers of any diagnostic imaging center we acquire have provided to us under the respective purchase agreements.

In connection with our acquisitions, the sellers have given certain representations, warranties and indemnities. There can be no assurance that we will be able to enforce any claims against those sellers’ breaches of such representations, warranties or indemnities. The sellers’ liability with respect to breaches of such representations and warranties and indemnities under the respective purchase agreement may be limited. Even if we ultimately succeed in recovering any amounts, we may temporarily be required to bear these losses ourselves.

We may not be able to secure additional financing which may impair our ability to complete future acquisitions.

There can be no assurance that we will be able to raise the additional funding that we will need to carry out our business objectives and to complete outpatient diagnostic imaging center acquisitions. The development of our business depends upon prevailing capital market conditions, our business performance and our ability to obtain financing through debt financing, equity financing or other means. There is no assurance that we will be successful in obtaining the financing we require as and when needed or at all in order to complete future acquisitions. If additional financing is raised by the issuance of shares from treasury, Control of the Company may change and Shareholders may suffer additional dilution.

We do not independently own all of our outpatient diagnostic imaging centers.

Healthcare laws and regulations in the United States may impact our ability to operate or own our outpatient diagnostic imaging centers, thereby necessitating the use of partnerships, joint ventures and other management services frameworks. The Company may be required to deal with such diverse operating or ownership frameworks. In addition, from time to time, the Company may decide to use cash to restructure its arrangements with fellow owners, managers or operators.

We may engage in litigation with our partners and contractors.

The nature of our relationships with our partners and contractors may give rise to litigation or disputes. In the ordinary course of business, we are the subject of complaints or litigation. We may also engage in future litigation to enforce the terms of our agreements and compliance with our brand standards as determined necessary to protect our brand, the consistency of our services and the consumer experience. Engaging in such litigation may be costly and time-consuming and may distract management and materially adversely affect our relationships with our partners and contractors or potential partners and contractors and our ability to attract new partners and contractors. Any negative outcome of these or any other claims could materially adversely affect our results of operations, as well as our ability to increase our number of partners and contractors and may damage our reputation and brand. Furthermore, existing and future legislation could subject us to additional litigation risk in the event we are required by such legislation to terminate or fail to renew a partner or contractor or not succeed in revising the contracts related to such relationships to comply with changes to legislation.

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The regulatory framework in which we operate is uncertain and evolving.

Healthcare laws and regulations may change significantly in the future. We continuously monitor these developments and modify our operations from time to time as the regulatory environment changes. We cannot provide assurance, however, that we will be able to adapt our operations to address new regulations or that new regulations will not adversely affect our business. In addition, although we believe that we are operating in compliance with applicable federal and state laws, neither our current or anticipated business operations nor the operations of the contracted radiology practices have been the subject of judicial or regulatory interpretation. We cannot provide assurance that a review of our business by courts or regulatory authorities will not result in a determination that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

Certain states have enacted statutes or adopted regulations affecting risk assumption in the healthcare industry, including statutes and regulations that subject any physician or physician network engaged in risk-based managed care contracting to applicable insurance laws and regulations. These laws and regulations, if adopted in the states in which we operate, may require physicians and physician networks to meet minimum capital requirements and other safety and soundness requirements. Implementing additional regulations or compliance requirements could result in substantial costs to us and the contracted radiology practices and limit our ability to enter into risk-sharing managed care arrangements.

We have structured the fees payable to our subsidiaries by our affiliated practice groups in such a manner that we believe complies with applicable federal, state and local laws. Although the relevant laws have been subject to limited judicial and regulatory interpretation, we believe that we are in compliance with applicable state laws in relation to the corporate practice of medicine. However, regulatory authorities or other parties may assert that despite these management arrangements between our subsidiaries and affiliated physician groups, we or our manager subsidiaries are engaged in the corporate practice of medicine or that the contractual arrangements with the affiliated physician groups constitute unlawful fee splitting or another violation of corporate practice of medicine rules. Should such an event occur, we or our affiliated physician groups could be subject to administrative, civil or criminal remedies or penalties, our management services contracts could be found to be legally invalid and unenforceable, in whole or in part, or we could be required to restructure our contractual arrangements with our affiliated physician groups.

Complying with federal and state regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

We are directly, or indirectly through the radiology practices with which we contract, subject to extensive regulation by both the federal government and the state governments in which we and/or they provide services, including:

• the federal civil False Claims Act;

• the federal Medicare and Medicaid anti-kickback laws, state anti-kickback prohibitions, and regulations promulgated under each of the foregoing;

• the federal Civil Monetary Penalties law and regulations;

• federal and state billing and claims submission and other insurance laws and regulations;

• the federal HIPAA law and comparable state laws;

• the federal physician self-referral prohibition commonly known as the “Stark Law” and the state equivalents of the Stark Law;

• state laws that prohibit the practice of medicine by non-physicians and prohibit fee-splitting arrangements involving physicians;

• laws relating to practitioner and provider licensure;

• laws relating to medical malpractice;

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• federal and state laws governing the diagnostic imaging and therapeutic equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels; and

• state laws governing reimbursement for diagnostic services related to services compensable under workers compensation rules.

If our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines and the curtailment of our operations. Any penalties, damages, fines or curtailment of our operations, individually or in the aggregate, could adversely affect our ability to operate our business and our financial results. The risks of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, their provisions are open to a variety of interpretations and such laws and regulations may apply to businesses acquired from time to time by Akumin, in addition to Akumin’s business.

Additionally, prior to our acquisition of Akumin Texas, Preferred Imaging Centers, LLC (“PIC”), then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the U.S. Department of Justice (the “DOJ”) premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3,510,000 to the U.S. government and entering into a Corporate Integrity Agreement (“CIA”) with the Office of the Inspector General for the U.S. Department of Health and Human Services. PIC’s CIA expires June 29, 2021. Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare and other federal programs for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiology’s assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included Rose Radiology paying $8,710,000 to the U.S. government and entering into a CIA. Rose Radiology’s CIA expires December 29, 2020.

Given the broad powers of the DOJ and other federal agencies, there can be no assurance that the obligations of Akumin Texas and Rose Radiology pursuant to their respective CIAs, or otherwise, will not be expanded to cover all or a greater portion of Akumin’s operations. Any action brought against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, suffer reputational harm and divert our management’s attention from the operation of our business.

Federal and state privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, we may be subject to government or private actions due to privacy and security breaches, and our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.

We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and privacy of individually identifiable protected health information, including HIPAA. If we fail to comply with applicable privacy and security laws, regulations and standards, properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected. Information security risks have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct our operations, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state agents. Our operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in our computer systems and networks.

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We are continuously implementing multiple layers of security measures through technology, processes, and our people; utilize current security technologies; and our defenses are monitored and tested internally and by external parties. Despite these efforts, our facilities and systems may be vulnerable to privacy and security incidents; security attacks and breaches; acts of vandalism or theft; computer viruses; coordinated attacks by activist entities; emerging cybersecurity risks; misplaced or lost data; programming and/or human errors; or other similar events. Emerging and advanced security threats, including coordinated attacks, require additional layers of security which may disrupt or impact efficiency of operations.

We may not receive payment from some of our healthcare provider customers because of their financial circumstances or other contractual or legal disputes.

Some of our healthcare provider customers do not have significant financial resources, liquidity or access to capital. If these customers experience financial difficulties or if there arises a contractual or other legal dispute to which they are party, they may be unable to pay us for the equipment and services that we provide. A significant deterioration in general or local economic conditions could have a material adverse effect on the financial health of certain of our healthcare provider customers. As a result, we may have to increase the amounts of accounts receivable that we write-off, which would adversely affect our financial condition and results of operations.

We have significant liabilities which require us to generate sufficient cash flows from operations in order to make mandated payments of principal and interest.

We have incurred significant liabilities in connection with the acquisition of our current medical imaging centers. Our ability to repay these liabilities will be contingent upon our success in achieving sufficient revenues from these medical imaging centers to be able to make payments of principal and interest against this debt when due and payable. There is no assurance that we will be able to secure future additional financing to repay our current credit facilities should cash flows from operations be insufficient to repay these liabilities. Our inability to repay outstanding debt when due would have a material adverse impact on our business.

Liquidity Risk.

Liquidity risk is the risk the Company will encounter difficulty in raising funds to meet its financial commitments. The Company is exposed to liquidity risk mainly with respect to its credit facilities. The Company seeks to ensure that there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

We may not be able to continue to meet certain covenants under our credit facilities and our inability to meet these covenants could result in acceleration of our long-term liabilities.

Our credit facilities require us to maintain specified collateral coverage and satisfy financial covenants. There can be no assurance that we will be able to continue to meet certain covenants under our existing credit facilities. A failure to meet such covenants could result in our lenders seeking to enforce their rights under such credit facilities, which include acceleration of payments and enforcement of security interests. This may negatively affect our financial condition, business and operating results. Our credit facilities also contain restrictive covenants that, among other things, limit our ability and the ability of our subsidiaries to:

• create, incur or assume certain liens;

• create, incur or assume additional indebtedness;

• make or hold certain investments;

• merge, dissolve, liquidate or consolidate with or into another person;

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• declare or make certain payments, including dividends or other distributions with respect to capital stock;

• change the nature of the business; and

• enter into certain transactions with our affiliates.

The restrictions in our credit facilities governing our other indebtedness may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us, or at all.

Our ability to comply with the covenants and restrictions contained in our credit facilities may be affected by economic, financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the lenders to declare all amounts outstanding to be due and payable, together with accrued and unpaid interest. If we are unable to repay the indebtedness, the lenders could proceed against the collateral securing the indebtedness, among other remedies. This could have serious consequences to our financial position and results of operations and could cause us to become bankrupt or insolvent.

The effect of the uncertainty relating to potential future changes to U.S. healthcare laws may increase our and our partners’ and contractors’ healthcare costs, limit the ability of patients to obtain health insurance, increase patients’ share of health care costs and negatively impact our financial results.

U.S. lawmakers have made repeated efforts to repeal or materially modify the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”). While we are unable to predict what, if any, changes may ultimately be enacted, the U.S. Congressional Budget Office and others have estimated that some of the proposals made to date would result in millions of additional uninsured patients in the U.S. Additionally, U.S. lawmakers have suggested that, even if no formal legislation repealing or modifying the ACA is passed, they may take, or omit, actions that could adversely impact the viability of the ACA and the health insurance markets, which could result in more uninsured patients, other patients having lesser coverage or patients having to absorb a greater portion of the cost of their health care services. Any such changes or any other future changes in the manner in which health care services in the U.S. are paid for and reimbursed by government and private payors could adversely impact our business.

Because of our U.S. operations, we could be adversely affected by violations of anti-bribery laws.

Almost all of our operations are located outside Canada. Anti-bribery laws and regulations generally prohibit companies and their intermediaries from making improper payments to non-resident officers, employees or any other persons acting in an official capacity for any government entity to any political party or official thereof or to any candidate for political office for the purpose of obtaining or retaining business. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we cannot provide assurance that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

Because of our U.S. operations, we could be adversely affected by violations of anti-kickback, self-referral, or other fraud and abuse laws.

Anti-kickback, self-referral and other fraud and abuse laws and regulations, both at the federal and state level, generally prohibit companies and their intermediaries from making referrals to, or receiving referrals from, a physician or other person in a position to refer or generate business for a health care provider such as the centers and locations operated or managed by Akumin, in exchange for remuneration, unless an exception applies. Physician and other financial relationships within the Akumin organization, including amounts paid under our management services agreements, distributions made to

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referring physician equity holders in the non-wholly owned imaging centers and all other financial arrangements involving Akumin, its intermediaries and potential referral sources or recipients may, notwithstanding our policies and procedures otherwise, result in violations of these laws. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we cannot provide assurance that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

We operate outpatient diagnostic imaging centers in some regions which may be exposed to natural disasters, public health epidemics and other calamities.

Our outpatient diagnostic imaging centers are located in regions which are vulnerable to a variety of natural disasters, including hurricanes, earthquakes, flooding, wildfires, etc. We cannot ensure that our centers in these markets would survive a future hurricane, earthquake, flood, wildfire or other natural disaster. Similarly, we cannot ensure that we will be able to procure insurance for such losses in meaningful amounts or at affordable rates in the future. If a natural disaster or other event with a significant economic impact occurs in a region where we operate, such disaster or event could negatively affect the profitability of our business.

A local, regional, national or international outbreak of a contagious disease, including the novel coronavirus known as COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or a fear of any of the foregoing, and changes to laws and other government actions implemented in response to such an illness, could decrease the willingness or ability of customers to patronize our centers, cause shortages of employees to staff our centers, interrupt certain supplies from third parties upon which the Company relies, restrict our ability to offer certain services and otherwise have a material adverse effect on the Company’s business, financial condition and results of operations. Such adverse effect could be rapid and unexpected and it is unknown whether and how the Company may be affected if such an epidemic persists for an extended period of time.

We may be unsuccessful in evaluating material risks involved in completed and future investments which could impact our ability to realize the expected benefits from future investments and acquisitions.

We regularly review investment opportunities and, as part of the review, conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in any particular transaction. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks. In particular, financial insight into our previously acquired companies or financial due diligence in respect of potential targets may be limited in light of the availability of financial information. As a result, we may not realize the intended advantages of any given investment and may not identify all of the risks relating to the investment. If we fail to realize the expected benefits from one or more investments, or do not identify all of the risks associated with a particular investment, our business, results of operations and financial condition could be adversely affected.

We may be subject to certain regulations that could restrict our activities and abilities to generate revenues as planned.

From time to time, governments, government agencies and industry self-regulatory bodies in Canada, the United States, and other countries in which we will operate have adopted statutes, regulations and rulings that directly or indirectly affect the activities of our company and our future clients. These regulations could adversely impact on our ability to execute our business strategy and generate revenues as planned.

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Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.

The development of new technologies or refinements of existing modalities may require us to upgrade and enhance our existing equipment before we may otherwise intend. Many companies currently manufacture diagnostic imaging equipment. Competition among manufacturers for a greater share of the diagnostic imaging equipment market may result in technological advances in the speed and imaging capacity of new equipment. This may accelerate the obsolescence of our equipment, and we may not have the financial ability to acquire the new or improved equipment and may not be able to maintain a competitive equipment base. In addition, advances in technology may enable physicians and others to perform diagnostic imaging procedures without us. If we are unable to deliver our services in the efficient and effective manner that payors, physicians and patients expect, our revenue could substantially decrease.

Because we have high fixed costs, lower scan volumes per system could adversely affect our business.

The principal components of our expenses, excluding depreciation, consist of debt service, finance lease payments, compensation paid to technologists, salaries, real estate lease expenses and equipment maintenance costs. Because a majority of these expenses are fixed, a relatively small change in our revenue could have a disproportionate effect on our operating and financial results depending on the source of our revenue. Thus, decreased revenue as a result of lower scan volumes per system could result in lower margins, which could materially adversely affect our business.

We may be unable to effectively maintain our equipment or generate revenue when our equipment is not operational.

Timely, effective service is essential to maintaining our reputation and high use rates on our imaging equipment. Although we have an agreement with a third party equipment service provider pursuant to which such service provider maintains and repairs the majority of our imaging equipment, the agreement does not compensate us for loss of revenue when our systems are not fully operational and our business interruption insurance may not provide sufficient coverage for the loss of revenue. Also, third party equipment service providers may not be able to perform repairs or supply needed parts in a timely manner, which could result in a loss of revenue. Therefore, if we experience more equipment malfunctions than anticipated or if we are unable to promptly obtain the service necessary to keep our equipment functioning effectively, or where our business or data is compromised on account of equipment malfunctions or a cybersecurity-related attack, our ability to provide services and to fulfill our contractual arrangements would be adversely affected and our revenue could decline.

Our inability to attract and retain qualified radiology technologists and key managerial and other non-medical personnel may adversely impact our ability to carry out our business operations and strategies as planned.

We are highly dependent on qualified managerial personnel. Our anticipated growth will require additional expertise and the addition of new qualified personnel. There is intense competition for qualified personnel in the radiology and medical imaging field. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key managerial personnel in a timely manner, would harm our business development programs and ability to manage day-to-day operations, attract collaboration partners, attract and retain other employees and generate revenues. We may not maintain key personal life insurance on any of our employees.

Our policies regarding allowances for doubtful accounts may negatively impact our financial results in future fiscal periods.

We cannot ensure that our allowances for doubtful accounts will not exceed the estimates, which could have a material adverse effect on our results of operations, financial condition, and cash flows.

AKUMIN INC.  |  Annual Information Form  |  2019    19

Market rate fluctuations could adversely affect our results of operations.

We may be subject to market risk through the risk of loss of value in our portfolios resulting from changes in interest rates, foreign exchange rates, credit spreads, and equity prices. We are required to mark to market our held-for-trading investments at the end of each reporting period, to the extent we own any such investments. This process could result in significant write-downs of our investments over one or more reporting periods, particularly during periods of overall market instability, which could have a significant unfavourable effect on our financial position.

Some of our imaging modalities use radioactive materials which generate regulated waste and could subject us to liabilities for injuries or violations of environmental and health and safety laws.

Some of our imaging procedures use radioactive materials which generate medical and other regulated wastes. For example, patients are injected with a radioactive substance before undergoing a PET scan. Storage, use and disposal of these materials and waste products present the risk of accidental environmental contamination and physical injury. We are subject to federal, state and local regulations governing storage, handling and disposal of these materials. We could incur significant costs and the diversion of our management’s attention in order to comply with current or future environmental and health and safety laws and regulations. Also, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials. Although we believe that we maintain liability insurance coverage consistent with industry practice in the event of an accident, we could be held liable for any resulting damages, and any liability could exceed the limits of or fall outside the coverage of our liability insurance.

Our inability to maintain effective internal controls over financial reporting could increase the risk of an error in our financial statements.

Our senior management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives due to its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is therefore subject to error, collusion, or improper override. Given such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis, and although it is possible to incorporate into the financial reporting process safeguards to reduce this risk, they cannot be guaranteed to entirely eliminate it. If we fail to maintain effective internal control over financial reporting, then there is an increased risk of an error in our financial statements that could result in us being required to restate previously issued financial statements at a later date.

If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.

Ownership, construction, operation, expansion and acquisition of our outpatient diagnostic imaging centers are subject to various federal and state laws, regulations and approvals concerning licensing of personnel, other required certificates for certain types of healthcare facilities and certain medical equipment. In addition, freestanding diagnostic imaging centers that provide services independent of a physician’s office must be enrolled by Medicare as an independent diagnostic treatment facility, or IDTF, to bill the Medicare program. Medicare carriers have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction. In addition, federal legislation requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT, and nuclear medicine to be accredited by an accreditation organization designated by CMS (as defined below) (which currently includes the American College of Radiology (“ACR”), the Intersocietal Accreditation Commission, RadSite and the Joint Commission). Our MRI, CT, and radiology facilities are currently accredited by the ACR. We may not be able to receive the required regulatory approvals or accreditation for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the opportunity to expand our services.

AKUMIN INC.  |  Annual Information Form  |  2019    20

Our centers are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs. For Fiscal 2019, approximately 14% of our revenue came from the Medicare and Medicaid programs. A change in the applicable certification status of one of our centers could adversely affect our other centers and in turn us as a whole. We have experienced a slowdown in the credentialing of our physicians over the last several years which has lengthened our billing and collection cycle and could negatively impact our ability to collect revenue from patients covered by Medicare. Credentialing of physicians is required by our payors prior to commencing payment.

Our management services arrangements with radiology practices and our professional services agreements with contracted radiologists or radiology practices must be structured in compliance with laws relating to the practice of medicine, including, without limitation, fee-splitting prohibitions.

State laws in certain of the states in which we operate prohibit us from owning radiology practices, from exercising control over the clinical judgment of physicians and/or from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws vary by state and are enforced by state courts and regulatory authorities, each with broad discretion, and often with limited precedent as to how challenges under these laws may turn out. A component of our business has been to enter into management services agreements with radiology practices. We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practice’s revenue. We structure our relationships with these radiology practices, including those managed following an acquisition by us of their nonclinical assets, in a manner that we believe keeps us from engaging in the practice of medicine or exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating prohibitions against fee-splitting. There can be no assurance that our present arrangements with physicians providing medical services and medical supervision at our owned or managed diagnostic imaging centers will not be challenged, and, if challenged, that they will not be found to violate applicable laws, thus subjecting us to potential damages, injunction and/or civil and criminal penalties or require us to restructure our arrangements in a way that would affect the control or quality of our services and/or change the amounts we receive from the operation of these centers and locations. Any of these results could jeopardize our business.

Recently enacted and future federal legislation, regulatory changes or payment changes implemented by commercial payors could limit the prices we can charge for our services and/or the amount we are reimbursed for our services, which would reduce our revenue and adversely affect our operating results.

Starting with the Deficit Reduction Act of 2005’s mandated multiple procedure payment reduction, Centers for Medicare and Medicaid Services (“CMS”) reimbursement for a number of diagnostic imaging procedures, including many that we or our managed radiology practices perform, has been materially reduced over the last number of years. Certain private payors have followed suit with CMS and reduced reimbursement for certain diagnostic imaging procedures. Given the recent history, we expect that reimbursement for certain diagnostic imaging services that we or our managed radiology practices provide, may be reduced in the future, which would adversely impact our business. Additionally, CMS and other payors are seeking to shift from a primarily fee for service reimbursement paradigm to a more value based model. We cannot predict what such changes will ultimately look like or how they may ultimately impact our business or financial performance, which creates significant uncertainty for our business.

There may be gaps in our insurance coverage relating to events which transpired prior to our acquisition of our centers in Pennsylvania and Delaware.

When the Company acquired the assets relating to certain of the centers it operates in Pennsylvania and Delaware on April 21, 2016, it also agreed to indemnify the physician-owned radiology practices which serviced those centers pursuant to management services agreements with those entities. The Company has not insured against risks which pre-date its acquisition of those centers and, as a result, it could be liable, without the benefit of insurance proceeds, for damages suffered as a result of complaints or other proceedings against those physician-owned radiology practices relating to events which transpired prior to April 21, 2016. These complaints could include actions for medical malpractice or wrongful death.

AKUMIN INC.  |  Annual Information Form  |  2019    21

Risks Related to Ownership of Our Shares

There are unexercised stock options, restricted share units (“RSUs”) and warrants outstanding and which may be issued from time to time. If these are exercised or converted, an investor’s interest in our Common Shares will be diluted.

As of December 31, 2019, we had 69,840,928 Common Shares issued and outstanding. As of December 31, 2019, we also had an aggregate of 6,640,620 Common Shares reserved for issuance pursuant to outstanding stock options, RSUs and warrants. If all of these options, RSUs and warrants vest and are exercised, the Company would be required to issue 6,640,620 Common Shares, or approximately 9.51% of our issued and outstanding Common Shares on a non-diluted basis as of December 31, 2019, and the Company would receive an aggregate of $16,399,117. See “Description of Capital Structure – Common Shares”.

These issuances would decrease the proportionate ownership and voting power of all other Shareholders. This dilution could cause the price of our Common Shares to decline and it could result in the creation of new control persons. In addition, our Shareholders could suffer dilution in the net book value per Common Share.

A decline in the price of the Common Shares could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of the Common Shares could result in a reduction in the liquidity of our Common Shares and a reduction in our ability to raise capital. Because a significant portion of our operations has been and is expected to be financed through the sale of equity securities, a decline in the price of our Common Shares could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including the ability to acquire diagnostic imaging centers and continue current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital on acceptable terms or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not have the resources to continue our normal operations.

Investors’ ability to transfer the Common Shares may be limited by the absence of an active trading market, and an active trading market may not develop for the Common Shares.

There can be no assurance that an active trading market for our Common Shares will develop or, if developed, that any such market will be sustained. This could adversely affect the market price and liquidity of the Common Shares. In such event, Shareholders may not be able to sell their Common Shares at a given time or at a favorable price.

The market price for the Common Shares may be volatile.

Even if an active trading market for the Common Shares does develop, the market price of the Common Shares may be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond the Company’s control, including, among other factors: (a) dilution caused by the issuance of additional Common Shares and other forms of equity securities, which the Company expects to make in connection with future capital financings to fund operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies; (b) announcements of new acquisitions or other business initiatives by our competitors; and (c) changes in the social, political and/or legal climate in the regions in which the Company operates. In addition, the market price of the Common Shares could be subject to wide fluctuations in response to, among other factors: (i) quarterly variations in revenues and operating expenses; (ii) changes in the valuation of similarly situated companies; and (iii) changes in analysts’ estimates affecting the Company, competitors and/or the industry. In the aggregate, these circumstances may result in material adverse changes to the market price of the Common Shares and/or results of operations and the financial condition of the Company.

AKUMIN INC.  |  Annual Information Form  |  2019    22

Our level of indebtedness may increase and reduce our financial flexibility.

We are currently indebted under our credit facilities and we may incur additional indebtedness under the credit facilities or otherwise in the future. We are exposed to changes in interest rates on our cash, bank indebtedness and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, reduce or delay expenditures or issue equity to obtain necessary funds. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us, or at all.

Our level of indebtedness could affect our operations in several ways, including the following:

• a significant portion of our cash flows could be used to service our indebtedness;

• the covenants contained in the agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

• our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

• a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

• a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and

• a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions or other purposes.

In addition to our debt service obligations, our operations require material expenditures on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as to provide capacity for the growth of our business, depends on our financial and operating performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt.

Future offerings of debt securities, which would rank senior to our Common Shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Common Shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our Common Shares.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our Common Shares. Additional equity offerings may dilute the holdings of our existing Shareholders or reduce the market price of our Common Shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our Common Shares bear the risk of our future offerings reducing the market price of our Common Shares and diluting their ownership interest in the Company.

AKUMIN INC.  |  Annual Information Form  |  2019    23

Because we can issue additional Common Shares, holders of our Common Shares may incur immediate dilution and may experience further dilution.

If we require additional funds in the future and raise such funds by issuing additional equity securities, especially at prices lower than the price of the Common Shares under this Annual Information Form, such financing may dilute the equity interests of our current Shareholders, including purchasers who acquire Common Shares pursuant to this Annual Information Form.

Because it is unlikely that we will pay dividends in the foreseeable future, stockholders may only benefit from owning Common Shares if the value of the Common Shares appreciates.

We have never paid dividends on our Common Shares and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his or her investment should not purchase Common Shares.

We are a Canadian company and shareholder protections differ from shareholder protections in the United States and elsewhere.

We are organized under the laws of Ontario, Canada and, accordingly, are governed by the OBCA. The OBCA differs in certain material respects from laws generally applicable to United States corporations and Shareholders, including the provisions relating to interested directors, mergers and similar arrangements, takeovers, Shareholders’ suits, indemnification of directors and inspection of corporation records.

We incur expenses as a result of being a public company and our current resources may not be sufficient to fulfill our public company obligations.

We incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in Canada and the rules of the TSX substantially increases our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. Reporting obligations as a public company and our anticipated growth may place a strain on our financial and management systems, processes and controls, as well as our personnel.

We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Because of our inherent limitations and the fact that we are a public company and are implementing additional financial control and management systems, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the market price of our Common Shares and harm our ability to raise capital in the future.

If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our Common Shares. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the market price of our Common Shares and harm our ability to raise capital. Delisting of our Common Shares on any exchange would reduce the liquidity of the market for our Common Shares, which would reduce the price of and increase the volatility of the market price of our Common Shares.

AKUMIN INC.  |  Annual Information Form  |  2019    24

We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely effected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of the Common Shares.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our senior management team have relatively limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage a public company subject to significant regulatory oversight and reporting obligations under Canadian securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.

If securities or industry analysts do not publish research or publish unfavourable research about our business, our Common Share price and trading volume could decline.

The trading market for our Common Shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. Securities and industry analysts may discontinue research on our Company. If no securities or industry analysts continue coverage of our Company or fail to publish reports on us regularly, the market price of our Common Shares would likely be negatively impacted. Moreover, if our results of operations do not meet the expectations of the investor community, or one or more of the analysts who cover our Company downgrades our Common Shares or publishes unfavourable research about our business, our Common Share price could decline.

The forward-looking statements contained in this Annual Information Form may prove to be incorrect.

There can be no assurance that any estimates and assumptions contained in this Annual Information Form will prove to be correct. Actual results of the Company in the future may vary significantly from the historical and estimated results and those variations may be material. There is no representation by us that actual results achieved by the Company in the future will be the same, in whole or in part, as those included in this Annual Information Form. See “Caution Regarding Forward-Looking Statements”.

Volatility of current global economic or financial conditions

Current global economic or financial conditions have been subject to continued volatility. Trade wars, import tariffs, Brexit, public protests, rising consumer debt levels, epidemics, pandemics, or outbreaks of new infectious diseases or viruses (including, most recently, COVID-19) and the risk of sovereign debt defaults in many countries have caused and continue to cause significant uncertainties in the markets. Although the Company takes appropriate measures and safeguards to protect its staff from infection, these events can result in volatility and disruption to our operations which may be beyond the control of the Company, and which could adversely affect the availability of supplies and materials, labour, interest rates, credit ratings, credit risk, inflation, business operations, financial markets, exchange rates and other factors material to the Company.

AKUMIN INC.  |  Annual Information Form  |  2019    25

Dividends and Distributions

Neither Akumin Inc. nor either of its predecessors has declared or paid any dividends on their Common Shares since the date of their amalgamation or incorporation. The Company intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The Board will review this policy from time to time having regard to the Company’s financing requirements, financial condition and other factors considered to be relevant.

Description of Capital Structure

Our authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. The following describes our issued and outstanding share capital as well as the material terms of our share capital. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our articles (“Articles”).

Common Shares

As at December 31, 2019, there were 69,840,928 Common Shares issued and outstanding as fully paid and non-assessable.

Those Common Shares issued and outstanding as of December 31, 2019 exclude the following:

(i) 5,778,120 Common Shares reserved for issuance pursuant to 5,778,120 stock options outstanding as of December 31, 2019, of which, subject to vesting and the terms of the Company’s stock option plan, 2,025,268 stock options are exercisable at an exercise price of $0.50 and 2,088,000 stock options are exercisable at an exercise price of $3.74 and 1,664,852 are exercisable at an exercise price of $3.29;

(ii) 337,500 Common Shares reserved for issuance pursuant to 337,500 RSUs outstanding as of December 31, 2019;3 and

(iii) 525,000 Common Shares reserved for issuance pursuant to 525,000 warrants to purchase Common Shares outstanding as of December 31, 2019, which are exercisable for Common Shares in accordance with their respective terms at an exercise price of $4.00 per Common Share.

If all stock options, RSUs and warrants outstanding as at December 31, 2019 were vested and exercised, the Company would issue an additional 6,640,620 Common Shares, or 9.51% of our Common Shares issued and outstanding as of December 31, 2019, and the Company would receive $16,399,117. None of the stock options, RSUs or warrants are transferrable prior to their exercise for Common Shares, except that stock options and RSUs may, in accordance with the terms of their respective plans, be transferred to permitted assigns of the respective holder that are related to or controlled by such holder.

Subject to the rights of the holders of the preferred shares of the Company, holders of the Common Shares are entitled to dividends if, as and when declared by the directors. Holders of the Common Shares are entitled to one vote per Common Share at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote. Upon liquidation, dissolution or winding-up of the Company, subject to the rights of holders of preferred shares, holders of the Common Shares are to share ratably in the remaining assets of the Company as are distributable to holders of Common Shares. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

³  285,000 RSUs settled for Common Shares on March 12, 2020 in accordance with the Company’s Restricted Stock Unit Plan. As a result, as of the date of this Annual Information Form, 52,500 RSUs are outstanding.

AKUMIN INC.  |  Annual Information Form  |  2019    26

Preferred Shares

As at December 31, 2019, zero preferred shares were issued and outstanding.

Preferred shares may be issued by the directors of the Company at any time in one or more series. Subject to the provisions of the OBCA and our Articles, the Board may, by resolution, from time to time fix the number of shares in each series of preferred shares and determine the rights, privileges, restrictions and conditions attaching to each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, the voting rights (if any), any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding up and any sinking fund or other provisions, the whole to be subject to filing an amendment to our Articles to create the series and altering our Articles to include the special rights or restrictions attached to the preferred shares of the series. If any preferred shares are issued and the directors determine those preferred shares are to have voting rights, the holders of those preferred shares will vote together with the holders of Common Shares at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote.

Market for Securities

Trading Price and Volume

The Common Shares are listed for trading on the TSX under the symbol “AKU.U” (in United States dollars) and “AKU” (in Canadian dollars). The following table shows the monthly range of high and low prices per Common Share at the close of market on the TSX under the “AKU.U” symbol, which represents the greatest trading volume of the two symbols, as well as total monthly volumes of the Common Shares traded on the TSX under that symbol for Fiscal 2019:

Month (2019)	High		Low		Volume
January	$	3.50	$	3.15		220,956
February	$	3.94	$	3.47		972,466
March	$	3.65	$	3.22		400,966
April	$	3.95	$	3.45		1,288,702
May	$	3.75	$	3.30		477,224
June	$	3.80	$	3.51		665,450
July	$	3.59	$	3.21		510,541
August	$	3.25	$	2.93		210,390
September	$	3.05	$	2.92		483,371
October	$	3.00	$	2.65		1,394,644
November	$	3.40	$	2.95		1,635,047
December	$	3.84	$	3.30		2,566,094

Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

The following table shows the number of Common Shares which are held, to our knowledge, in escrow or that are subject to a contractual restriction on transfer as of December 31, 2019:

Class of Securities	Number		Percentage of Class
Common Shares(1)		3,750,000		5.37	%

(1) In connection with the acquisition of ADG, the sellers agreed to place 3,750,000 Common Shares issued to them as part of the purchase price into escrow with TSX Trust Company as security for certain indemnity obligations. Absent a claim related to those indemnity obligations, the Common Shares would be released from escrow upon expiry of the statutory limitations period applicable to those indemnity obligations.

AKUMIN INC.  |  Annual Information Form  |  2019    27

Directors and Officers

The name, province or state and country of residence of each director and executive officer of the Company, their respective positions and offices held with the Company and their principal occupation during the last preceding five years are shown below as of the date hereof. Directors are elected to serve until the next annual meeting or until their successors are elected or appointed, unless their office is earlier vacated.

Name, Province or State and	Current Office(s) with the	Office(s)
Country of Residence	Company	Held Since	Principal Occupation During the Previous Five Years
Thomas (Tom) Davies(1)(2) Ontario, Canada	Director	2017	Executive Vice President, Remington Group, a real estate development and construction company.
Stan Dunford Ontario, Canada	Director, Chair	2017	President and director of Republic Live, Inc.; Chairman of Tri-Line Carriers LP and Chief Executive Officer of Tri-Line Carriers LP and Contrans Flatbed Group LP, businesses which operate in the transportation logistics industry.
Murray Lee(1)(2) Alberta, Canada	Director, Lead Director	2017	Vice President, Finance of a privately held business; owns and manages several hotels and restaurants; former partner at two “big four” accounting firms, establishing and leading their Canada/U.S. cross-border tax practices.
James Webb(1)(2) Texas, United States	Director	2017	Chairman and founder of 16 Capital Holdings with a narrowed focus in the fitness and wellness space; prior to August 9, 2017, Manager of Preferred Medical Imaging, LLC (predecessor of Akumin Texas).
Riadh Zine-El-Abidine Ontario, Canada	Director, President and Chief Executive Officer	2015	Director, President and Chief Executive Officer of Akumin; previously, Managing Director of Global Investment Banking at a leading Canadian investment bank.
Rohit Navani Florida, United States	Executive Vice President and Chief Operating Officer	2014	Executive Vice President and Chief Operating Officer of Akumin; previously, a partner and leader in the integration and divestiture advisory practice of an international accounting firm.
Mohammad Saleem Ontario, Canada	Chief Financial Officer and Corporate Secretary	2015	Chief Financial Officer and Corporate Secretary of Akumin; previously, director of M&A at a leading Canadian investment bank in Toronto.
Christopher Fitzgerald South Carolina, United States	Chief Revenue Officer, Akumin Corp.	2018	Joined Akumin in March, 2018; previously Vice President of Practice Solutions (2016-2018) and Vice President of Product Management (2014- 2016) with a leading software provider to the health care industry.
Matthew Cameron Arkansas, United States	Senior Vice President and General Counsel	2018	Joined Akumin in March, 2018; previously a lawyer with a leading national Canadian law firm.
Laura Kassa Florida, United States	Senior Vice President, Akumin Corp.	2014	Senior Vice President of Akumin Corp.; previously, Director of Operations with an Akumin predecessor (2013-2014).
Kevin Johnson Florida, United States	President, Advanced Diagnostic Group, LLC	2019	Joined Akumin in June 2019 as a result of the acquisition of ADG.
Leigh Anne Fernandes Florida, United States	President, Advanced Diagnostic Group, LLC	2019	Joined Akumin in June 2019 as a result of the acquisition of ADG.

AKUMIN INC.  |  Annual Information Form  |  2019    28

Adam Fabian Ontario, Canada	Corporate Controller	2017	Joined Akumin in June, 2017; previously Controller with a health care revenue cycle management firm (2015-2017) and in the audit and assurance practice of an international accounting firm (2010-2015)
Jason Richardson Texas, United States	Vice President, Marketing, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Michael Luckey Texas, United States	Vice President, Business Development, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Marcus Quesenberry Texas, United States	Vice President, Operations, Akumin Corp.	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Michael Meredith Texas, United States	Vice President, Equipment Management, Akumin Corp. and President, Sync- Med, LLC	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Karen Moore Texas, United States	Vice President, Human Resources	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.
Darren Speed Texas, United States	Chief Compliance Officer	2017	Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas.

(1) Member of our Audit Committee, Compensation Committee and Governance Committee.

(2) Independent director for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Ownership Interest

As of December 31, 2019, our directors and the above named executive officers, as a group, beneficially owned, Controlled or directed, directly or indirectly: (a) 19,138,376 (or 27.40%) of our issued and outstanding Common Shares; and (b) 19,138,376 (or 27.40%) of the voting power attached to all of the issued and outstanding Common Shares.

Cease Trade Orders

To the knowledge of the Company, no director or executive officer of the Company (nor any personal holding company of any of such individuals) is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an “Order”), that was issued while the individual was acting in the capacity as a director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the individual ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that individual was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals): (a) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including the Company) that, while that individual was acting in that capacity, or within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

AKUMIN INC.  |  Annual Information Form  |  2019    29

Penalties or Sanctions

To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

There are no material conflicts of interest between the Company or any of its subsidiaries and any director or officer of the Company or any of its subsidiaries.

Audit Committee

Audit Committee

Our Audit Committee consists of three directors, all of whom are persons determined by our Board to be both independent directors and financially literate within the meaning of National Instrument 52-110 — Audit Committees (“NI 52-110”). Our Audit Committee is comprised of Tom Davies, who acts as chair of this committee, Murray Lee and James Webb. In addition to each member’s general business experience, each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. The education and experience of each Audit Committee member that is relevant to the performance of responsibilities as an Audit Committee member is as follows:

Name	Relevant Education and Experience
Thomas (Tom) Davies (Chair)	Mr. Davies is currently the Executive Vice-President of The Remington Group Inc. In his various roles since July 2006, he has been responsible for managing various Real Estate projects and directly oversees the related Financial Reporting. Prior to joining Remington, Mr. Davies held various Senior Management positions including most notably, VP & CFO of Excel Bestview Medical Laboratories, VP & CFO of Canadian Medical Laboratories Limited (“CML”) which gained him public company experience, and President of Lanzarotta Wholesale Grocers Limited. In addition to his role with Akumin, Mr. Davies has served as a member of the board of directors of several private companies. Mr. Davies is a Certified Public Accountant (CPA / CA) and holds a Bachelor of Commerce degree from the University of Toronto.
Murray Lee	Mr. Lee is a CPA having graduated with his Masters of Accounting in 1983. He retired from public accounting in 2014 having spent over 30 years in public accounting with 20 of those years being a partner in two different major international accounting firms where he held various roles and responsibilities. As part of his practice, he consulted for several multi-national corporations on various issues including audit and tax. He currently serves as the CFO of a privately held company in the hospitality industry where he oversees the accounting and financial statement preparation and analyses of numerous entities.
James Webb	Mr. Webb is an executive in the healthcare industry with over 40 years of experience. He holds a Master’s degree in Health Administration. In the past 25 years he has built and sold four companies in the healthcare industry, including Preferred Medical Imaging, LLC which was acquired by the Company on August 9, 2017. Mr. Webb currently sits as a director on the boards of 4 private companies (in addition to being on the Company’s board).

In the form set forth in the attached Appendix A, our Board has adopted a written charter which outlines the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee will assist our Board in discharging its oversight of:

• the quality and integrity of our financial statements and related information;

AKUMIN INC.  |  Annual Information Form  |  2019    30

• the independence, qualifications and appointment of our external auditor;

• our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;

• our risk management processes;

• monitoring and periodically reviewing our whistleblower policy; and

• transactions with our related parties.

Our Audit Committee has access to all of our books, records, centers and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with the Chief Financial Officer and Corporate Secretary and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of its external auditors for the performance of non-audit services. Pursuant to such policies, the Audit Committee is required to review and pre-approve all non-audit services to be performed by the external auditor. The Audit Committee may delegate this function to a member of the Audit Committee so that between meetings such member may pre-approve the non-audit services as long as such member reports the approval to the Audit Committee at the next ensuring meeting. The Audit Committee need not approve in advance any non-audit services where: (1) the aggregate amount of all non-audit services not pre-approved constitute no more than 5% of the total fees paid to the external auditor during the year, (2) the Company did not recognize the services as non-audit services at the time of the engagement, and (3) the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit.

External Auditor Service Fees

During Fiscal 2019 and Fiscal 2018, we have been invoiced regarding the following fees to our external auditor, PricewaterhouseCoopers LLP4:

	Fiscal 2019 ($)		Fiscal 2018 ($)
Audit fees		528,846		309,750
Audit related fees(1)		355,482		78,750
Tax fees(2)		346,782		310,398
All other fees(3)		604,364		35,887
Total fees paid		1,835,474		734,785

(1) Fees for assurance and related services not included in audit service above.

(2) Fees related to advising regarding U.S. and Canadian federal, state and provincial tax matters.

(3) Includes fees relating to advice given in respect of acquisitions and other similar transactions.

Legal Proceedings and Regulatory Actions

We are, from time to time, involved in legal proceedings, regulatory actions and investigations of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations, nor are any such proceedings known by us to be contemplated. See further discussion under “Risk Factors” above.

⁴ Effective December 2, 2019, the Company’s external auditors changed to Ernst & Young LLP. The financial statements for Fiscal 2019 are the first statements of the Company audited by Ernst & Young LLP.

AKUMIN INC.  |  Annual Information Form  |  2019    31

Prior to our acquisition of Akumin Texas, PIC, then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the DOJ premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3,510,000 to the U.S. government and entering into a CIA with the Office of the Inspector General for the U.S. Department of Health and Human Services. PIC’s CIA expires June 29, 2021. Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiology’s assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included Rose Radiology paying $8,710,000 to the U.S. government and entering into a CIA. Rose Radiology’s CIA expires December 29, 2020.

Interests of Management and Others in Material Transactions

There are no material interests, direct or indirect, of any of our directors or executive officers, any Shareholder that beneficially owns or Controls or directs (directly or indirectly) more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

Transfer Agent and Registrar

The transfer agent and registrar for the Common Shares is TSX Trust Company at its principal offices in Toronto, Ontario. The co-transfer agent and co-registrar is Continental Stock Transfer & Trust Company at its principal offices in New York, NY.

Material Contracts

Other than contracts entered into in the ordinary course of business, the Company has entered into the following material contracts within the most recently completed financial year or before the most recently completed financial year but that are still in effect:

• The first amendment to loan documents dated May 31, 2019 with respect to the 2019 Financing

• The share purchase agreement dated April 15, 2019 for the acquisition of the equity interests of ADG Acquisition Holdings, Inc. as part of the ADG Acquisitions.

• The share purchase agreement dated April 15, 2019 for the acquisition of the equity interests of TIC Acquisition Holdings, LLC as part of the ADG Acquisitions.

• The share purchase agreement dated April 15, 2019 for the acquisition of the equity interests of SFL Radiology Holdings, LLC as part of the ADG Acquisitions.

See “General Development of the Business – Three Year History” in this Annual Information Form for additional information on each of these material contracts. Copies of each of these material contracts have been filed with the Canadian securities regulatory authorities and are available on SEDAR, at www.sedar.com, under our profile. Investors are encouraged to read the full text of such material agreements.

AKUMIN INC.  |  Annual Information Form  |  2019    32

Interests of Experts

The Company’s auditor is Ernst & Young LLP, Chartered Professional Accountants, located at Miami, Florida. Ernst & Young LLP have prepared an independent auditor’s report dated March 31, 2020 in respect of Fiscal 2019 and Fiscal 2018. Ernst & Young LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

Additional Information

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our Company’s securities and securities authorized for issuance under equity compensation plans, are contained in the Company’s management information circular for the annual meeting of Shareholders held on June 21, 2019. Additional financial information is provided in the Company’s audited annual consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2019. Such documentation, as well as additional information relating to the Company, may be found under the Company’s profile on SEDAR at www.sedar.com.

AKUMIN INC.  |  Annual Information Form  |  2019    33

Appendix A – Audit Committee Charter

See attached.

AKUMIN INC.  |  Annual Information Form  |  2019    A-1

EX-99.59

Exhibit 99.59

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Akumin Inc. (the “issuer”) has refiled its annual management’s discussion & analysis and AIF for the financial year ended December 31, 2019.

I, Mohammad Saleem, the Chief Financial Officer of the issuer, certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109—Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on the principles set out in the “Internal Control – Integrated Framework (2013)” issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR — material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have:

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A:

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 13, 2020

(Signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.60

Exhibit 99.60

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Akumin Inc. (the “issuer”) has refiled its annual management’s discussion & analysis and AIF for the financial year ended December 31, 2019.

I, Riadh Zine-el-Abidine, the Chief Executive Officer of the issuer, certify the following:

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109—Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on the principles set out in the “Internal Control – Integrated Framework (2013)” issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR — material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Evaluation: The issuer’s other certifying officer(s) and I have:

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A:

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) N/A.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2019 and ended on December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 13, 2020

(Signed) “Riadh Zine-el-Abidine”

Riadh Zine-el-Abidine

President and Chief Executive Officer

EX-99.61

Exhibit 99.61

AKUMIN INC.

Notice of Annual General and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders of Akumin Inc. will be held on May 14, 2020 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada, for the following purposes:

a) to receive and consider the annual audited consolidated financial statements of Akumin for the fiscal year ended December 31, 2019, together with the auditors’ report thereon;

b) to elect the directors of the Company who will serve until the end of the next annual meeting of shareholders;

c) to appoint the Company’s external auditors, Ernst & Young LLP, who will serve until the end of the next annual meeting of shareholders, and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration;

d) to consider and, if deemed appropriate, to pass, with or without variation, a special resolution providing the Company’s board of directors with the ability, subject to approval by the Toronto Stock Exchange, to consolidate the Company’s common shares (“Common Shares”) based on a ratio of up to three (3) pre-consolidation Common Shares for one (1) post-consolidation Common Share, as more fully described in the accompanying Management Information Circular;

e) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve unallocated Options under the Company’s Option Plan, as more particularly described in the accompanying Management Information Circular;

f) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve unallocated RSUs under the Company’s RSU Plan, all as more particularly described in the accompanying Management Information Circular; and

g) to consider such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

In this Notice, “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders.

Who has the right to vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment(s) or postponement(s) thereof, if you were a holder of common shares (“Common Shares”) at the close of business on the record date, which the board of directors of the Company has fixed as April 7, 2020.

Your vote is important

This Notice is accompanied by the Management Information Circular, a form of proxy for a registered shareholder or a voting instruction form for a beneficial shareholder (collectively, the “Meeting Materials”). As an Akumin shareholder, it is important that you read the accompanying Meeting Materials carefully.

You are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, you are requested to vote your Common Shares using the enclosed form of proxy or voting instruction form, as applicable.

Registered shareholders should complete and sign the enclosed form of proxy and return it in the envelope provided.

Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular.

Proxies must be received by the Company’s transfer agent, TSX Trust Company, by no later than 10:00 a.m. (Toronto time) on May 12, 2020 either by: (a) mailing it to the following address: TSX Trust Company, 301-100 Adelaide Street West, Toronto ON M5H 4H1, Attention: Proxy Department; (b) faxing it to 416-595-9593; or (c) emailing a PDF copy to tsxtrustproxyvoting@tmx.com.

AKUMIN INC.  |  Noting of Meeting  |  2020    1

Proxies may also be voted online at www.voteproxyonline.com by inserting the 12 digit control number listed on your proxy.

Alternatively, registered shareholders may attend the Meeting and vote in person by registering at the registration table on the day of the Meeting prior to the commencement of the Meeting.

If you are a non-registered beneficial shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares that are held through intermediaries.

Shareholders are reminded to review the Management Information Circular before voting.

We intend to hold the Meeting at the premises indicated above. However, in light of the rapidly evolving news and guidelines related to the COVID-19 outbreak, we ask that, in considering whether to attend the meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and any applicable federal, state, provincial or local public health guidelines. In particular, we encourage you not to attend the Meeting in person if you or someone you have been in close contact with has been infected with the novel coronavirus that causes COVID-19 or is experiencing cold or flu-like symptoms, or if you or someone you have been in close contact with has travelled to/from outside of Canada within the 14 days prior to the date of the Meeting. For the health and safety of all of our shareholders, we would encourage you to vote by proxy prior to the Meeting.

Please also be advised that we may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak, including, if we consider necessary or advisable, hosting the Meeting solely by means of remote communication. Please monitor our website at www.akumin.com in advance of the Meeting date for updates on this matter.

DATED this 7^th day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Riadh Zine

Riadh Zine

President and Chief Executive Officer, Director

Toronto, Ontario

AKUMIN INC.  |  Noting of Meeting  |  2020    2

EX-99.62

Exhibit 99.62

AKUMIN INC.

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS

to be held on

MAY 14, 2020

DATED AS OF APRIL 7, 2020

Table of Contents

Notice of Annual General and Special Meeting of Shareholders	1
General Information	3
Voting Information	3
How to Vote – Registered Shareholders	4
Voting by Proxy	4
Voting in Person at the Meeting	4
Changing Your Vote	4
How to Vote – Non-Registered Beneficial Shareholders	5
Completing the Proxy Form	5
Additional Voting Information	6
Record Date, Quorum and Votes Necessary to Pass Resolutions	6
Business of the Meeting	7
Receiving the Audited Annual Financial Statements	7
Election of Directors	7
Appointment of Auditors	7
Approval of Share Consolidation	7
Approval of Unallocated Options under the Option Plan	9
Approval of Unallocated RSUs under the Restricted Stock Unit Plan	10
Other Business	11
Election of Directors	11
Majority Voting Policy	11
Nominees	11
Cease Trade Orders	14
Bankruptcies	15
Securities Penalties or Sanctions	15
Director Compensation	15
Director Compensation Table	15
Outstanding Option-Based and Share-Based Awards	16
Incentive Plan Awards – Value Vested or Earned During Fiscal 2019	16
Share Ownership Policy	16
Compensation Discussion and Analysis	17
Overview	17
Compensation Governance	18
Principal Elements of Compensation	18
Share Performance Graph	22
Summary Compensation Table	23
Incentive Plan Awards – Value Vested or Earned During Fiscal 2019	25
Corporate Governance	25
General	25
Composition of our Board and Board Committees	26
Director Independence	26
Directorships with Other Reporting Issuers	26
Meetings of Independent Directors and Conflicts of Interest	26
Director Term Limits and Other Mechanisms of Board Renewal	27
Mandate of our Board of Directors	27
Orientation and Continuing Education	27
Code of Conduct	28
Committees of our Board	28
Securities Authorized for Issuance under Equity Compensation Plans	29
Equity Compensation Plan Information	29

Indebtedness of Directors and Executive Officers	30
Voting Securities and Principal Holders of Voting Securities	30
Authorized Capital	30
Common Shares	30
Preferred Shares	30
Principal Holders of Voting Securities	30
Interests of Certain Persons or Companies in Business of Meeting	30
Interests of Informed Persons in Material Transactions	31
Shareholder Proposals	31
Management Contracts	31
Additional Information	31
Approval	31

Appendix A Mandate of the Board of Directors

AKUMIN INC.

Notice of Annual General and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the shareholders of Akumin Inc. will be held on May 14, 2020 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada, for the following purposes:

a) to receive and consider the annual audited consolidated financial statements of Akumin for the fiscal year ended December 31, 2019, together with the auditors’ report thereon;

b) to elect the directors of the Company who will serve until the end of the next annual meeting of shareholders;

c) to appoint the Company’s external auditors, Ernst & Young LLP, who will serve until the end of the next annual meeting of shareholders, and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration;

d) to consider and, if deemed appropriate, to pass, with or without variation, a special resolution providing the Company’s board of directors with the ability, subject to approval by the Toronto Stock Exchange, to consolidate the Company’s common shares (“Common Shares”) based on a ratio of up to three (3) pre-consolidation Common Shares for one (1) post-consolidation Common Share, as more fully described in the accompanying Management Information Circular;

e) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve unallocated Options under the Company’s Option Plan, as more particularly described in the accompanying Management Information Circular;

f) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve unallocated RSUs under the Company’s RSU Plan, all as more particularly described in the accompanying Management Information Circular; and

g) to consider such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

In this Notice, “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders.

Who has the right to vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment(s) or postponement(s) thereof, if you were a holder of common shares (“Common Shares”) at the close of business on the record date, which the board of directors of the Company has fixed as April 7, 2020.

Your vote is important

This Notice is accompanied by the Management Information Circular, a form of proxy for a registered shareholder or a voting instruction form for a beneficial shareholder (collectively, the “Meeting Materials”). As an Akumin shareholder, it is important that you read the accompanying Meeting Materials carefully.

You are entitled to vote at the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, you are requested to vote your Common Shares using the enclosed form of proxy or voting instruction form, as applicable.

Registered shareholders should complete and sign the enclosed form of proxy and return it in the envelope provided.

Alternative methods of voting by proxy are outlined in the accompanying Management Information Circular.

Proxies must be received by the Company’s transfer agent, TSX Trust Company, by no later than 10:00 a.m. (Toronto time) on May 12, 2020 either by: (a) mailing it to the following address: TSX Trust Company, 301-100 Adelaide Street West, Toronto ON M5H 4H1, Attention: Proxy Department; (b) faxing it to 416-595-9593; or (c) emailing a PDF copy to tsxtrustproxyvoting@tmx.com.

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Proxies may also be voted online at www.voteproxyonline.com by inserting the 12 digit control number listed on your proxy.

Alternatively, registered shareholders may attend the Meeting and vote in person by registering at the registration table on the day of the Meeting prior to the commencement of the Meeting.

If you are a non-registered beneficial shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares that are held through intermediaries.

Shareholders are reminded to review the Management Information Circular before voting.

We intend to hold the Meeting at the premises indicated above. However, in light of the rapidly evolving news and guidelines related to the COVID-19 outbreak, we ask that, in considering whether to attend the meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and any applicable federal, state, provincial or local public health guidelines. In particular, we encourage you not to attend the Meeting in person if you or someone you have been in close contact with has been infected with the novel coronavirus that causes COVID-19 or is experiencing cold or flu-like symptoms, or if you or someone you have been in close contact with has travelled to/from outside of Canada within the 14 days prior to the date of the Meeting. For the health and safety of all of our shareholders, we would encourage you to vote by proxy prior to the Meeting.

Please also be advised that we may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak, including, if we consider necessary or advisable, hosting the Meeting solely by means of remote communication. Please monitor our website at www.akumin.com in advance of the Meeting date for updates on this matter.

DATED this 7^th day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Riadh Zine

Riadh Zine

President and Chief Executive Officer, Director

Toronto, Ontario

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General Information

The information in this document is given as of April 7, 2020, unless otherwise indicated.

References to “Company”, “Akumin”, “we”, “us” or “our” refer to Akumin Inc., together with our subsidiaries and consolidating entities, on a consolidated basis, as of the date hereof. “You” and “your” refer to Akumin shareholders. Unless otherwise indicated, all references to “$” or “dollars” in this management information circular (the “Circular”) refer to United States dollars.

This Circular is provided in connection with our annual general and special meeting of shareholders of the Company (the “Meeting”) to be held on May 14, 2020 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Canada. Your proxy is solicited by or on behalf of the management of the Company for the items described in the accompanying Notice of Meeting (the “Notice”). The solicitation will be primarily by mail; however, the directors, officers and employees of the Company may also solicit proxies by telephone, by facsimile or in person. The cost of solicitation by management will be borne by the Company. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. Information in this Circular as to the common shares (the “Common Shares”) beneficially owned, controlled or directed, by certain shareholders is not within the knowledge of the Company and, accordingly, has been obtained by the Company from publicly-disclosed information and/or furnished by such shareholders.

As a registered shareholder, you have the right to attend and vote at the Meeting, as set out in this Circular. Please read this Circular. It gives you information that you need to know to cast your vote. We also encourage you to read our annual audited consolidated financial statements of Akumin and related management discussions and analysis for the fiscal year ended December 31, 2019.

The Company will not be using the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for distribution of the Notice, the Circular and accompany meeting materials to Akumin shareholders.

We intend to hold the Meeting at the premises indicated above. However, in light of the rapidly evolving news and guidelines related to the COVID-19 outbreak, we ask that, in considering whether to attend the meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html) and any applicable federal, state, provincial or local public health guidelines. In particular, we encourage you not to attend the Meeting in person if you or someone you have been in close contact with has been infected with the novel coronavirus that causes COVID-19 or is experiencing cold or flu-like symptoms, or if you or someone you have been in close contact with has travelled to/from outside of Canada within the 14 days prior to the date of the Meeting. For the health and safety of all of our shareholders, we would encourage you to vote by proxy prior to the Meeting.

Please also be advised that we may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak, including, if we consider necessary or advisable, hosting the Meeting solely by means of remote communication. Please monitor our website at www.akumin.com in advance of the Meeting date for updates on this matter.

If you have any questions about any of the information in this Circular, please contact Matt Cameron, Senior Vice President and General Counsel, at 1-844-730-0050 extension 19001.

Voting Information

The following information provides guidance on how to vote your Common Shares.

As a shareholder of Akumin, it is very important that you read this information carefully and then vote your Common Shares, either by proxy or by attending the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a “proxyholder”) the authority to vote your Common Shares for you at the Meeting, or any adjournment(s) or postponement(s) thereof. A proxy form is included in this package.

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If you vote by proxy, the individuals who are named on the proxy form will vote your Common Shares for you, unless you appoint someone else to be your proxyholder.

You have the right to appoint a person or company of your choice (who need not be a shareholder) to represent you at the Meeting, other than the individuals designated in the enclosed form of proxy. If you appoint someone else, he or she must be present at the Meeting to vote your Common Shares.

If you are voting your Common Shares by proxy, our transfer agent, TSX Trust Company, or other agents we appoint must receive your signed proxy form by 10:00 a.m. (Toronto time) on May 12, 2020, or, if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Toronto time) on the second business day preceding the day of the Meeting. The time limit for deposit of proxies may be waived by the Chair of the Meeting in the Chair’s sole discretion without notice.

How to Vote – Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or on the register maintained by our transfer agent, TSX Trust Company. Your proxy form indicates if you are a registered shareholder.

Voting by Proxy

Registered shareholders have four options to vote by proxy:

• On the Internet – Go to www.voteproxyonline.com and follow the instructions on screen. You will need the 12 digit control number listed on your proxy. You do not need to return your proxy form if you vote on the Internet.

• By Mail – Complete, sign and date the accompanying proxy form and return it in the envelope we have provided. Please see “Completing the Proxy Form” on the enclosed form for more information.

• By Fax – Complete, sign and date the accompanying proxy form and send it by fax to 416-595-9593. Please see “Completing the Proxy Form” on the enclosed form for more information.

• By Email – Complete, sign and date the accompanying proxy form and sending a PDF copy to tsxtrustproxyvoting@tmx.com.

If you vote by proxy, the individuals named on the enclosed proxy form will vote your Common Shares for you unless you appoint someone else to be your proxyholder.

You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the persons designated in the enclosed proxy form. If you wish to do so, please strike out the two names that are printed on the proxy form and write the name of the person you are appointing in the space provided.

Complete, date and sign the accompanying form of proxy, and submit it in accordance with the instructions prior to the proxy cut-off time. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting. At the Meeting, he or she should see a representative of TSX Trust Company at the registration tables. Please see “Completing the Proxy Form” on the enclosed form for more information.

Voting in Person at the Meeting

If you are a registered shareholder and choose to vote in person at the Meeting, you do not need to complete or return your proxy form. Please check-in and register with a representative of TSX Trust Company at the registration tables when you arrive at the Meeting.

To vote Common Shares registered in the name of a corporation or other legal entity, an authorized officer or attorney of that corporation or legal entity must attend the Meeting in person. This person may have to provide proof that he or she is authorized to act on behalf of the corporation or other legal entity. Shares registered in the name of a corporation or other legal entity cannot be voted in person without adequate proof of authorization.

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Changing Your Vote

You can revoke a vote you made by proxy by:

• competing a proxy form that is dated later than the proxy form you are changing and mailing it to TSX Trust Company so that it is received at the address indicated before 10:00 a.m. (Toronto time) on May 12, 2020; or

• making a request in writing to the Chair of the Meeting, at the Meeting, or any adjournment(s) or postponement(s) thereof, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

How to Vote – Non-Registered Beneficial Shareholders

You are a non-registered (or beneficial) shareholder (a “Non-Registered Holder”) if your Common Shares are registered either:

a) in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each, an “Intermediary”) that represents the Non-Registered Holder in respect of its Common Shares; or

b) in the name of a depository (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of NI 54-101, we will distribute copies of the Notice, the Circular, the form of proxy and the supplemental mailing return list card (collectively, the “Meeting Materials”), either by mail or electronically, if consented, directly to Non-Registered Holders that are non-objecting beneficial owners and to Intermediaries for onward distribution to Non-Registered Holders that are objecting beneficial owners. Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive such materials. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive the Meeting Materials will receive a package from their Intermediary containing either:

a) a voting instruction form that must be properly completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the instructions on the voting instruction form;

or, less typically,

b) a form of proxy that has already been stamped or signed by the Intermediary that is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder, but which otherwise has not been completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with TSX Trust Company at the address set forth in the Notice.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of Common Shares that they beneficially own. The Company has agreed to pay for Intermediaries to forward the Meeting Materials to objecting beneficial owners.

A Non-Registered Holder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

We do not have access to the names or holdings of all of our Non-Registered Holders. Should a Non-Registered Holder who receives either a voting instruction form or a form of proxy wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should follow the instructions contained on the voting instruction form or form of proxy within the time periods specified and appoint themselves (or another person to vote on their behalf). In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and service companies. If you are a Non-Registered Holder and have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary.

At the Meeting, you should see a representative of TSX Trust Company at the table marked “Alternate attorneys/External proxyholders.”

AKUMIN INC.  |  Management Information Circular  |  2020    5

Completing the Proxy Form

You can choose to vote “For”, “Against” or “Withhold”, depending on the items listed on the proxy form.

When you sign the proxy form, you authorize the directors and officers of the Company who are named in the proxy form to vote your Common Shares for you at the Meeting according to your instructions, unless you have appointed someone else to act as your proxy. If you return your proxy form and do not tell us how you want to vote your Common Shares, your vote will be counted: (a) FOR electing the nominee directors who are listed in the Circular, (b) FOR appointing Ernst & Young LLP as auditors, (c) FOR the approval of unallocated Options under the Company’s Option Plan; and (d) FOR the approval of unallocated RSUs under the Company’s RSU Plan.

If you are appointing someone else to vote your Common Shares for you at the Meeting, strike out the two names of the individuals on the proxy form and write the name of the person voting for you in the space provided. If you do not specify how you want your Common Shares voted, your proxyholder will vote your Common Shares as he or she sees fit on each item and on any other matter that may properly come before the Meeting.

If you are an individual shareholder, you or your authorized attorney must sign the form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the form.

If you need help completing your proxy form, please contact TSX Trust Company – Investor Services within Canada and the United States toll-free at 1-866-600-5869, and from all other countries at 1-416-342-1091.

Additional Voting Information

You have one vote for each Common Share you held as at the close of business on April 7, 2020. As at the close of business on the date of this circular, 70,125,928 Common Shares were entitled to be voted at the Meeting.

The election of directors and the appointment of auditors will each be determined by a majority of votes cast at the Meeting by proxy or in person. Under the articles of the Company (the “Articles”), if there is a tie, the Chair of the Meeting does not cast the deciding vote.

TSX Trust Company will count and tabulate the votes for the Company.

For general shareholder enquiries, you can contact the transfer agent:

• by mail at:

TSX Trust Company

Attention: Proxy Department

301-100 Adelaide Street West

Toronto ON M5H 4H1;

• by telephone within Canada and the United States toll-free at 1-866-600-5869, and from all other countries 1-416-342-1091;

• by fax at 416-595-9593; or

• by email at tmxeinvestorservices@tmx.com.

Record Date, Quorum and Votes Necessary to Pass Resolutions

Each shareholder of record at the close of business on April 7, 2020 (the “Record Date”) is entitled to vote at the Meeting the Common Shares registered in his or her name on that date. The quorum for any meeting of shareholders is two who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 10% of the Common Shares entitled to be voted at the Meeting.

Pursuant to the Business Corporations Act (Ontario) (“OBCA”) and our Articles, a simple majority of the votes cast at the Meeting (by person or proxy) is required to pass an ordinary resolution.

At the Meeting, shareholders will be asked to consider and, if thought advisable, to: (a) pass an ordinary resolution to elect directors to the board of directors; (b) pass an ordinary resolution to appoint auditors for the ensuing year and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration; (c) pass an ordinary resolution to approve unallocated Options under the Company’s Option Plan; and (d) pass an ordinary resolution to approve unallocated RSUs under the Company’s RSU Plan.

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Business of the Meeting

To the knowledge of the board of directors of the Company (the “Board”) and management of the Company, the only matters to be brought before the Meeting are those set out in the accompanying Notice and more particularly detailed below.

Receiving the Audited Annual Financial Statements

We will place before the Meeting the Company’s annual audited consolidated financial statements, including the auditors’ report thereon, for our 2019 fiscal year end, being the fiscal year ended December 31, 2019. These financial statements, together with the management’s discussion and analysis thereon, are available on SEDAR at www.sedar.com and the Company’s website at www.akumin.com.

Election of Directors

You will be electing a Board of five members. Please see “Election of Directors” in this Circular for more information. Directors appointed at the Meeting will serve, subject to our Articles and the OBCA, until the end of the next annual shareholder meeting. All of the individuals who have been nominated as directors are currently members of the Board and have been since before the closing of our initial public offering on December 1, 2017. Each director elected will hold office until the close of the next annual meeting of shareholders, unless prior thereto he or she resigns or his or her office becomes vacated by reason of death or other cause, or until their successors are elected or appointed.

If you do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the nominee directors named in this Circular.

Appointment of Auditors

The Board recommends that Ernst & Young LLP be reappointed as auditors and that the Audit Committee of the Board be authorized to fix such auditor’s remuneration. The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed by the Board. Ernst & Young LLP were first appointed auditors of the Company on December 2, 2019.

Information concerning the fees paid to the auditors of the Company may be found in our most recent Annual Information Form under the heading “Audit Committee – External Auditor Service Fees”, which is available under the Company’s profile on SEDAR at www.sedar.com.

If you do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed proxy form intend to cast the votes represented by proxy at the Meeting FOR the appointment of Ernst & Young LLP as our auditors until the next annual meeting, and authorization of the Audit Committee of the Board to fix Ernst & Young LLP’s remuneration.

Approval of Share Consolidation

Background

At the Meeting, shareholders will be asked to consider a special resolution (the “Consolidation Resolution”) authorizing the Board to amend the Articles to effect a consolidation of all of the issued and outstanding Common Shares on the basis of a consolidation ratio of up to three (3) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), such ratio to be selected by the Board and to be effective as at the Board’s discretion. For illustrative purposes, as of the date of this Circular, the number of Common Shares issued and outstanding is 70,125,928, and, if the Share Consolidation were to be effected on the basis of a ratio of three (3) pre-consolidation Common Shares for one (1) post-consolidation Common Share, the Company would have a total of 23,375,309 Common Shares issued and outstanding following such Share Consolidation.

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Although shareholder approval for the Share Consolidation is being sought at the Meeting, the Share Consolidation, if and when so authorized by the Company, will become effective at a date in the future to be determined by the Company, provided that such date shall be before May 15, 2021. The Board may determine not to implement the Share Consolidation at any time after the Meeting without further action on the part of or notice to the shareholders.

No fractional Common Shares will be issued upon the Share Consolidation. All fractions of post-consolidation Common Shares will be rounded to the next lowest whole number.

If the proposed Share Consolidation is approved by the shareholders and all regulatory requirements are complied with, including the approval of the TSX, and implemented by the Board, following the announcement by the Company of the effective date of the Share Consolidation, registered shareholders will be sent a letter of transmittal by the Company’s transfer agent, TSX Trust Company, containing instructions on how to exchange their share certificates representing pre-consolidation Common Shares for new share certificates representing post-consolidation Common Shares. Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those that will be put in place by the Company for its registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

Following the Share Consolidation, the Common Shares will continue to be listed on the TSX under the symbols AKU.U and AKU , although the post-consolidation Common Shares will be considered a substitutional listing with new CUSIP and ISIN numbers.

Reasons for the Share Consolidation

In light of the present turmoil in the marketplace on account of the COVID-19 pandemic, the Board believes that it is in the best interests of shareholders and of the Company to avail itself of the flexibility to reduce the number of outstanding Common Shares by way of the Share Consolidation. An increase in the trading price of the Common Shares that may result from a Share Consolidation could heighten the interest of the financial community in the Company and potentially broaden the pool of investors that may consider investing or may be able to invest in the Company. The Share Consolidation may also help to attract institutional investors and investment funds who have internal policies that prohibit them from purchasing stocks below a certain minimum price or that tend to discourage individual brokers from recommending such stocks to their customers. These factors in turn may improve the trading liquidity of the Common Shares.

Certain Risks Associated with the Share Consolidation

No Guarantee of an Increased Share Price

Reducing the number of issued and outstanding Common Shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the Common Shares. That being said, the market price of the Common Shares will also be based on the Company’s financial and operational results, its available capital and liquidity resources, the state of the market for Common Shares at the time, the general economic, geopolitical, market and industry conditions, the market perception of the Company’s business and other factors and contingencies which are unrelated to the number of Common Shares outstanding. As a result, there can be no assurance that the market price of the Common Shares will in fact increase following the Share Consolidation or will not decrease in the future. If the market price of the Common Shares is lower than it was before the Share Consolidation, the respective total market capitalization of the Common Shares after the Share Consolidation may be lower than before the Share Consolidation.

No Guarantee of Improved Trading Liquidity

While the Board believes that a higher Common Share price could help attract institutional investors and investment funds who have internal policies that either prohibit them from purchasing stocks below a certain minimum price or tend to discourage individual brokers from recommending such stocks to their customers, the Share Consolidation may not result in a per share market price that will attract institutional investors or investment funds and such share price may not satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the Common Shares may not improve.

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Potential Decline of Market Capitalization

If the Share Consolidation is effected and the market price of the Common Shares declines, the percentage decline, as an absolute number and as a percentage of the Company’s overall market capitalization, may be greater than would occur in the absence of the Share Consolidation. In many cases, both the total market capitalization of a company and the market price of such corporation’s shares following a share consolidation are lower than they were before the share consolidation. Furthermore, the liquidity of the Common Shares could be adversely affected by the reduced number of Common Shares that would be outstanding after the Share Consolidation.

Approval by Shareholders

To be effective, the Business Corporations Act (Ontario) (the “OBCA”) requires that the Consolidation Resolution be approved by a special resolution of the shareholders, being a majority of not less than two-thirds (2/3) of the votes cast by shareholders present in person or represented by proxy at the Meeting. In addition to the approval of the shareholders, the Share Consolidation requires the approval of the TSX. The Company will apply to the TSX for conditional approval of the proposed Share Consolidation, which approval is subject to the Company fulfilling standard listing conditions. If the Company obtains shareholder approval, the Consolidation Resolution would be valid for one year, starting May 15, 2020.

The Board believes that the proposed Share Consolidation is in the best interest of the Company and its shareholders and unanimously recommends that shareholders vote “FOR” the Consolidation Resolution. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the Consolidation Resolution.

The text of the special resolution approving the Consolidation Resolution is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting.

“RESOLVED, with or without amendment, that:

1. pursuant to the Business Corporations Act (Ontario), the articles of the Company be amended to consolidate all of the issued and outstanding Common Shares, on the basis of a consolidation ratio of up to three (3) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board;

2. the date of the Share Consolidation shall be determined at the discretion of the Board, provided that such date shall be before May 15, 2021 (the “Effective Time”);

3. the Board be and it is hereby authorized to revoke, without further approval of the shareholders, this special resolution at any time prior to the completion thereof, notwithstanding the approval by the shareholders of same, if determined, in the Board’s sole discretion to be in the best interest of the Company; and

4. any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory authorities including the Toronto Stock Exchange.”

Approval of Unallocated Options under the Option Plan

Background

The terms of the Company’s amended and restated stock option plan dated November 14, 2017 (the “Option Plan”) and other disclosure related to the Option Plan which is required by the Toronto Stock Exchange (“TSX”) is set forth in detail in this Circular under “Compensation Discussion and Analysis – Principal Elements of Compensation – Long-Term Incentives – Options and Restricted Stock Units – Option Plan”. When options to acquire Common Shares are granted pursuant to the Option Plan, Common Shares that are reserved for issuance pursuant to these outstanding unexercised options are considered “allocated” options by the TSX. As the maximum number of Common Shares which may be issuable under the Option Plan, together with all of the Company’s other previously established or proposed share compensation arrangements

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(i.e. the RSU Plan), is set at 10% (on a rolling basis) of the Company’s issued and outstanding Common Shares from time to time, additional Common Shares may be issued by the Company under the Option Plan which are not the subject of current unexercised option grants, and these are considered to be “unallocated” options by the TSX. Pursuant to Section 613 of the TSX Company Manual, all unallocated options, rights, or other entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable must be approved by a majority of the listed issuer’s directors and by the listed issuer’s security holders every three years after the institution of the arrangement. The Company’s Option Plan was instituted August 12, 2015 and amended and restated November 14, 2017.

As required by the TSX, an ordinary resolution will be placed before the shareholders at the Meeting to approve the unallocated options under the Option Plan (the “Unallocated Options Resolution”). This shareholder approval will be effective for three years from the date of the Meeting.

Approval by Shareholders

If approval is not obtained at the Meeting, options which have not been allocated under the Option Plan as of May 14, 2020, and options outstanding as at May 14, 2020 that are subsequently cancelled or terminated will not be available for the new grant of options under the Option Plan. Previously allocated options will be unaffected by the approval or disapproval by the shareholders of the Unallocated Options Resolution.

The Board and management consider the approval of the Unallocated Options Resolution to be appropriate and in the best interests of the Company. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the approval of the Unallocated Options Resolution.

The text of the ordinary resolution approving the Unallocated Options Resolution is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting.

“RESOLVED, with or without amendment, that:

1. all unallocated options under the Option Plan of the Company, as amended from time to time, are hereby approved and authorized and the Company is authorized to continue granting options under the Option Plan until May 14, 2023, which is the date that is three years from the date upon which shareholder approval is being sought; and

2. any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory authorities including the Toronto Stock Exchange.”

Approval of Unallocated RSUs under the Restricted Stock Unit Plan

Background

The terms of the Company’s amended and restated restricted stock unit plan dated November 14, 2017 (“RSU Plan”) and other disclosure related to the RSU Plan which is required by the TSX is set forth in detail in this Circular under “Compensation Discussion and Analysis – Principal Elements of Compensation – Long-Term Incentives – Options and Restricted Stock Units – RSU Plan”. When restricted stock units (“RSUs”) are granted pursuant to the RSU Plan, Common Shares that are reserved for issuance pursuant to these outstanding unexercised RSUs are considered “allocated” RSUs by the TSX. As the maximum number of Common Shares which may be issuable under the RSU Plan, together with all of the Company’s other previously established or proposed share compensation arrangements (i.e. the Option Plan), is set at 10 % (on a rolling basis) of the Company’s issued and outstanding Common Shares from time to time, additional Common Shares may be issued by the Company under the RSU Plan which are not the subject of current unexercised RSU grants, and these are considered to be “unallocated” RSUs by the TSX. Pursuant to Section 613 of the TSX Company Manual, all unallocated RSUs, rights, or other entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable must be approved by a majority of the listed issuer’s directors and by the listed issuer’s security holders every three years after the institution of the arrangement.

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The Company’s RSU Plan was instituted March 8, 2017 and amended and restated November 14, 2017. As required by the TSX, an ordinary resolution will be placed before the shareholders at the Meeting to approve unallocated RSUs under the RSU Plan (“Unallocated RSUs Resolution”).

Approval by shareholders

If approval is not obtained at the Meeting, RSUs which have not been allocated under the RSU Plan as of May 14, 2020, and RSUs outstanding as at May 14, 2020 that are subsequently cancelled or terminated will not be available for the new grant of RSUs under the RSU Plan. Previously allocated RSUs will be unaffected by the approval or disapproval by the shareholders of the Unallocated RSUs Resolution.

The Board and management consider the approval of the Unallocated RSUs Resolution to be appropriate and in the best interests of the Company. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the approval of the Unallocated RSUs Resolution.

The text of the ordinary resolution approving the Unallocated RSUs Resolution is set forth below, subject to such amendments, variations or additions as may be approved at the Meeting.

“RESOLVED, with or without amendment, that:

1. all unallocated RSUs under the RSU Plan of the Company, as amended from time to time, are hereby approved and authorized and the Company is authorized to continue awarding RSUs under the RSU Plan until May 14, 2023, which is the date that is three years from the date upon which shareholder approval is being sought; and

2. any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory authorities including the Toronto Stock Exchange.”

Other Business

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your Common Shares on these items as he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their best judgment.

Election of Directors

Majority Voting Policy

In accordance with the requirements of the TSX, our Board has adopted a “Majority Voting Policy” to the effect that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” in an election shall tender his or her resignation to the Chair promptly following the meeting of shareholders at which such votes are cast. Our Governance Committee will consider such tendered resignation and make a recommendation to our Board whether to accept it or not. Our Board will promptly accept the resignation unless it determines, in consultation with our Governance Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board will make its decision and announce it in a press release within 90 days following the meeting of shareholders. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board or our Governance Committee at which the resignation is considered.

Nominees

The Articles provide that the Board shall consist of a minimum of three and a maximum of ten directors, with the actual number to be determined from time to time by the Board. The Board has determined that, at the present time, there will be five directors, each of whom is to be elected at this Meeting and who will hold office until the end of the next annual meeting of shareholders, unless prior thereto he or she resigns or his or her office becomes vacated by reason of death or other cause, or until their successors are elected or appointed.

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All nominees have established their eligibility and willingness to serve as directors. If, prior to the Meeting, any of the listed nominees become unable or unavailable to serve, proxies will be voted for any other nominee or nominees at the discretion of the proxyholder. As of the date hereof, management of the Company does not expect that any of the nominees will be unable to serve as a director. However, if for any reason at the time of the Meeting any of the nominees are unable to serve, and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

The following sets our certain information regarding each of our nominee directors:

THOMAS (TOM) DAVIES Director	Present Principal Occupation and Positions Held during the Preceding Five Years(3)
Age: 61 Ontario, Canada Director Since: 2017 Independent	Tom Davies has broad experience in real estate development, finance and administration, as well as mergers and acquisitions. Mr. Davies was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. In his various roles, including, since July 2006, his principal occupation as Executive Vice President at the Remington Group, Mr. Davies has been directly responsible for successfully initiating and negotiating more than $250 million of real estate development and other business opportunities. From September 1996 until October 1998, he served as Chief Financial Officer of Canadian Medical Laboratories Limited, where he gained public company experience relating to executive compensation matters. Mr. Davies has served and continues to serve as a member of the board of directors of several private companies. Mr. Davies is a Certified Public Accountant (CPA/CA) and holds a Bachelor of Commerce degree from the University of Toronto.
Board/Committee Membership(1)	Meeting Attendance(2)
Board Audit Committee (Chair) Compensation Committee Governance Committee Independent Committee	11/11 (100%)

Securities Held
Common Shares	Securities Convertible into Common Shares
16,829	252,213 Options

STAN DUNFORD Director, Chair

Present Principal Occupation and Positions Held during the Preceding Five Years(3)

Age: 70 Ontario, Canada Director Since: 2017 Non-Independent: Mr. Dunford is not independent by virtue of the fact that he is a beneficial holder, directly or indirectly, of 10% or more of the votes attaching to all issued and outstanding securities of the Company.

Stan Dunford has served as President and director of Republic Live, Inc. since December 2012. He also serves as Chairman of Tri-Line Carriers LP and Chief Executive Officer of Tri-Line Carriers LP and Contrans Flatbed Group LP. Mr. Dunford was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Dunford has significant experience in the management and stewardship of companies, including having served as the Chairman and Chief Executive Officer of Contrans Group Inc. (formerly Contrans Income Fund) since 1988; until its recent sale in 2014, as the Chairman, Chief Executive Officer and sole proprietor at Peterbilt of Ontario Inc., which owns and operated all the Peterbilt truck dealerships in Ontario; as a director at Brick Brewing Co. Ltd. since June 2008; as a director of the Ontario Trucking Association; as a director of Aumento Capital II Corporation since February 2014; and as a director TransForce Inc. from April 2015 to April 2016.

AKUMIN INC.  |  Management Information Circular  |  2020    12

Board/Committee Membership(1)	Meeting Attendance(2)
Board (Chair)	3/4 (75%)

Securities Held
Common Shares(4)	Securities Convertible into Common Shares
7,276,124	252,213 Options

MURRAY LEE Director, Lead Director Age: 60 Alberta, Canada Director Since: 2017 Independent	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Murray Lee is a Certified Public Accountant. He graduated in 1983 with a Masters of Accounting (Tax) degree from Brigham Young University. After graduating, Mr. Lee moved to Dallas, Texas where he worked for five years before re-locating to Calgary, Canada where he focused exclusively on Canada/U.S. cross-border transactions. He was appointed to the Board on March 20, 2017 to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. In Calgary, Mr. Lee spent 20 years as a partner of two different “big four” accounting firms, establishing and leading their Canada/U.S. cross-border tax practices, which included a three year role as human resources leader for a tax practice consisting of approximately 100 personnel. He has assisted both large and small clients in all aspects of Canada/U.S. taxation including reorganizations, mergers and acquisitions, cross-border financing and cross-border initial public offerings. He is the person who conceived and primarily developed the Canada/U.S. cross- border income trust structure and was heavily involved in its development and implementation assisting several businesses in going public using the structure. Mr. Lee has written several articles and made numerous presentations on various U.S. and cross-border issues. Since 2015, Mr. Lee has served as the Vice President, Finance of a privately held business which owns and manages several hotels and restaurants.
Board/Committee Membership(1)	Meeting Attendance(2)
Board
Audit Committee
Compensation Committee (Chair)	11/11 (100%)
Governance Committee (Chair)
Independent Committee (Chair)

Securities Held
Common Shares	Securities Convertible into Common Shares
16,829	252,213 Options

JAMES WEBB Director

Present Principal Occupation and Positions Held during the Preceding Five Years(3)

Age: 60 Texas, United States Director Since: 2017 Independent

James Webb founded Preferred Medical Imaging, LLC (“PMI”, which was acquired by the Company on August 9, 2017) with two other partners in 2000. Since its inception, Mr. Webb was instrumental in driving the growth of PMI. Prior to founding PMI, Mr. Webb held leadership positions in several diagnostic imaging companies, including founding and later selling a diagnostic imaging company with locations in South Florida, the Caribbean and Latin America. Mr. Webb has several entrepreneurial ventures in the development of healthcare focused organizations, including ambulatory surgery centers, toxicology labs, billing and collections, human resource management and wellness clinics. Mr. Webb was appointed to the Board on August 9, 2017 by the directors then in office to fill a vacancy on the Board in accordance with the by-laws of the Company. He was appointed to serve until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Webb began his career as a registered radiologic technologist and holds a Master’s degree in Health Administration.

AKUMIN INC.  |  Management Information Circular  |  2020    13

Board/Committee Membership(1)	Meeting Attendance(2)
Board
Audit Committee
Compensation Committee	11/11 (100%)
Governance Committee
Independent Committee

Securities Held
Common Shares(5)	Securities Convertible into Common Shares
1,603,374	102,213 Options

RIADH ZINE-EL-ABIDINE (ZINE) Director, President and Chief Executive Officer Age: 48 Ontario, Canada Director Since: 2015 Non-Independent: Mr. Zine is not independent by virtue of his executive position with the Company.	Present Principal Occupation and Positions Held during the Preceding Five Years(3) Riadh Zine is the President and Chief Executive Officer of Akumin. Mr. Zine has served as a director of the Company since its amalgamation on August 12, 2015 and is to continue to serve as a director until the next annual meeting of shareholders or until such time as his successor has been duly elected or appointed. Mr. Zine’s interests in the Company are held either directly by him or indirectly by Z Strategies Inc., a privately-owned investment vehicle. Before his involvement with the Company, Mr. Zine was a Managing Director in Global Investment Banking at a leading Canadian investment bank, where he was responsible for providing strategic and financial advice to many of Canada’s largest corporations, entrepreneurs and private equity firms. He has over 15 years of experience executing public or private equity and debt financings, as well as mergers and acquisitions for a wide range of Canadian companies in the consumer, retail, healthcare, transportation and industrials sectors. Mr. Zine also worked at a leading Canadian bank on a number of strategic projects. Mr. Zine holds a M.Sc. in Financial Engineering from École des Hautes Études Commerciales, University of Montréal.
Board/Committee Membership(1)	Meeting Attendance(2)
Board	4/4 (100%)

Securities Held
Common Shares(6)	Securities Convertible into Common Shares
4,451,888	2,546,268 Options

(1) The director is currently a member of the Board and/or Board committees noted.

(2) Attendance figures reflect Board and Board committee meetings held for the period between January 1, 2019 and December 31, 2019.

(3) The information as to principal occupations, not being within the direct knowledge of the Company, has been furnished by the respective director nominee.

(4) 60,000 of such Common Shares are held indirectly through Floyd Dunford Limited.

(5) 1,586,545 of such Common Shares are held indirectly through Laurel Enterprises, LLC.

(6) 2,890,269 of such Common Shares are held indirectly through Z Strategies Inc.

As at the date of this Circular, to the Company’s knowledge, the current and proposed directors of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 13,365,044 Common Shares, representing approximately 19.06% of the issued and outstanding Common Shares (on a non-diluted basis).

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

AKUMIN INC.  |  Management Information Circular  |  2020    14

Bankruptcies

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees:

a) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

b) has, within the last 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Director Compensation

Our director compensation program is designed to attract and retain global talent to serve on our Board, taking into account the risks and responsibilities of being an effective director. Our objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and incentive components of compensation, and the implementation of share ownership guidelines. We believe the selected approaches have helped attract, and will help to attract and retain, strong members for our Board who will be able to fulfill their fiduciary responsibilities without competing interests.

The chart below outlines our director compensation program for our non-employee directors in the fiscal year ended December 31, 2019 (“Fiscal 2019”).

Type of Fee		Amount (1)
Board of Directors	Chair	C$22,500/year
	Board Member (cash compensation)	C$50,000/year (2)
	Chair and Board Member (incentive compensation)	C$99,147/year (3)
Audit Committee	Chair	C$15,000/year
	Member	C$7,500/year (4)
Governance Committee	Chair	C$7,500/year
	Member	C$3,750/year (5)
Compensation Committee	Chair	C$7,500/year
	Member	C$3,750/year (6)
Independent Committee	Chair	C$9,000/quarter
	Member	C$9,000/quarter(7)
Meeting Fees	Out of province travel for Board meetings (as applicable)	C$2,500/meeting plus
		reimbursement of expenses

(1) Represents compensation paid per year to each non-executive director. Any cash compensation was paid on a quarterly basis to directors at the end of each quarter in Canadian dollars.

(2) The Chair, Mr. Dunford, was compensated both in his capacity as Chair (C$22,500/year) and as a member of the Board (C$50,000/year).

(3) Annual incentive compensation per director (C$99,147/year) was paid by the issuance of 52,213 options with a value of C$1.8989 per option calculated using the Black-Scholes valuation method determined on the date of grant.

(4) Such compensation was paid to members of the Audit Committee other than the Chair of the Audit Committee.

(5) Such compensation was paid to members of the Governance Committee other than the Chair of the Governance Committee.

(6) Such compensation was paid to members of the Compensation Committee other than the Chair of the Compensation Committee.

(7) Amounts paid to the Chair and members of the Independent Committee per quarter were pro rated for the period of January 1, 2019 through March 31,2019, when the independent committee mandate ended. See “Committees of the Board – Independent Committee” below.

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Director Compensation Table

The following table sets out information concerning the Fiscal 2019 compensation earned by, paid to, or awarded to each director who is not also a NEO (as defined below).

Name	Fees Earned (C$)		Share- based Awards (C$)		Option- based Awards (C$)(1)		Non-equity Incentive Plan Compensation (C$)		Pension Value (C$)		All Other Compensation (C$)(2)		Total (C$)
Thomas (Tom) Davies		72,500		—		99,148		—		—		9,000		180,647
Stan Dunford		72,500		—		99,148		—		—		—		171,647
Murray Lee		72,500		—		99,148		—		—		9,000		180,647
James Webb		65,000		—		99,148		—		—		9,000		173,147

(1) Fair value assigned to stock options using the using the Black-Scholes-Merton option pricing model as at the date of grant.

(2) Such compensation is $9,000 of fees paid for one quarter of service on the independent committee. See “Committees of the Board – Independent Committee” below.

Outstanding Option-Based and Share-Based Awards

The following table sets out, for each director who is not also a NEO, information concerning all option-based and share-based awards outstanding as at December 31, 2019.

	Option-Based Awards								Share-Based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)(1)		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested ($)		Market or payout value of share- based awards not paid out or distributed ($)
Thomas (Tom) Davies		150,000		0.50		March 15, 2026		480,000		—		—		—
		50,000		3.74		November 16, 2025		Nil
		52,213		3.29		November 18, 2026		21,407
Stan Dunford		150,000		0.50		March 15, 2026		480,000		—		—		—
		50,000		3.74		November 16, 2025		Nil
		52,213		3.29		November 18, 2026		21,407
Murray Lee		150,000		0.50		March 15, 2026		480,000		—		—		—
		50,000		3.74		November 16, 2025		Nil
		52,213		3.29		November 18, 2026		21,407
James Webb		50,000		3.74		November 16, 2025		Nil		—		—		—
		52,213		3.29		November 18, 2026		21,407

(1) Based on the closing price per Common Share of $3.70 on December 31, 2019, the last trading day of Fiscal 2019 (net of the exercise price per option). In accordance with the Option Plan (as defined below), vesting is to occur on or after the first anniversary of the grant date as to 34% of the number of options granted, 33% on the second anniversary of the grant date and 33% on the third anniversary of the grant date.

Incentive Plan Awards – Value Vested or Earned During Fiscal 2019

The following table sets forth, for each of the Company’s directors, other than directors who are also NEOs, the value of option and share-based awards which vested during Fiscal 2019, and the value of non-equity incentive plan compensation earned during Fiscal 2019:

Name	Option-based awards – Value vested during Fiscal 2019 ($)(1)		Share-based awards – Value vested during Fiscal 2019 ($)(2)		Non-equity incentive plan compensation – Value earned during Fiscal 2019 ($)
Thomas (Tom) Davies		148,500		28,608		—
Stan Dunford		148,500		28,608		—
Murray Lee		148,500		28,608		—
James Webb		—		28,608		—

(1) Represents the dollar value of $3.50 per Common Share, which would have been realized if options which vested during Fiscal 2019 had been exercised on the vesting date of March 15, 2019, less the exercise price of $0.50 per Common Share. Options which were not “in-the-money” on their vesting date in Fiscal 2019 are excluded.

(2) Represents the aggregate dollar value of $3.40 per Common Share on the vesting date of November 15, 2019 of share-based awards (namely, RSUs).

Share Ownership Policy

The Board believes that share ownership by members of the Board is a key element of strong corporate governance. The Board also believes that long-term equity ownership further aligns the interest of Directors with those of shareholders and enables them to share in the long-term growth and success of the Company. In March 2020, the Board approved a share ownership policy (the “Share Ownership Policy”) to require Directors to hold such number of publicly traded Shares in Akumin (“Shares”) with a market value of equal to at least three times the annual cash retainer the Director as chair or member of the Board and any of its standing committees is paid or payable in respect of the year of measurement.

This minimum Share ownership requirement must be attained within three years of the later of: (i) the date the Share Ownership Policy is adopted by the Board; and (ii) in the case of directors appointed or elected after the date of adoption, the date an individual is appointed or elected as a Director, and must be maintained after attainment throughout an individual’s tenure as a Director. Once a Director has achieved the minimum Share ownership, if the Share ownership of the Director falls below the minimum market value for any reason other than such Director’s sale of Shares, including, but not limited to, when a decrease in the price of the Company’s Shares occurs, such Director will have two (2) years to again become compliant with the Share Ownership Policy.

AKUMIN INC.  |  Management Information Circular  |  2020    16

The Board will periodically review the ownership targets with a view to changes in compensation and Share price. The value of the target number of securities and the value of the actual number of Shares held by non-management Directors were as follows as of December 31, 2019:

Name	Value of Shares Held ($)(1)		Target Value of Securities ($)		% of Target(2)
Thomas (Tom) Davies		62,267		217,500		28.6	%
Stan Dunford		26,921,659		217,500		>100	%
Murray Lee		62,267		217,500		28.6	%
James Webb		5,932,484		195,000		>100	%

(1) The market value of Shares as at December 31, 2019 was $3.70. The number of Shares held includes Shares held directly and indirectly.

(2) Each director has until the later of March 25, 2023 and three years after their appointment to obtain 100% of the target required under the Share Ownership Policy.

Compensation Discussion and Analysis

Overview

The following discussion describes the significant elements of executive compensation program, with particular emphasis on the process for determining compensation payable to the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary and, other than the President and Chief Executive Officer and the Chief Financial Officer and Corporate Secretary, each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (collectively, the “NEOs”). The NEOs are:

• Riadh Zine, President and Chief Executive Officer, Director;

• Mohammad Saleem, Chief Financial Officer and Corporate Secretary;

• Rohit Navani, Executive Vice President and Chief Operating Officer;

• Chris Fitzgerald, Chief Revenue Officer; and

• Matt Cameron, Senior Vice President and General Counsel.

We operate in a dynamic and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers. We expect our team to possess and demonstrate strong leadership and management capabilities, as well as foster our culture, which is at the foundation of our success and remains a pivotal part of our everyday operations.

Our executive compensation program is designed to achieve the following objectives:

• provide market-competitive compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;

• motivate our executive officers to achieve our business and financial objectives;

• align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and

• provide incentives that encourage appropriate levels of risk-taking by our executive officers and provide a strong pay-for-performance relationship.

We offer our executive officers cash compensation in the form of base salary, an annual bonus and equity-based compensation in the form of options pursuant to the Option Pan and RSUs pursuant to the RSU Plan. We provide our base salaries at levels that we believe are necessary to attract and retain executive officer talent. While we have determined that our current executive compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team.

We believe that equity-based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long-term interests of our shareholders. We provide base salary to compensate employees for their day-to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent. While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team.

This includes evaluating our compensation philosophy and compensation program as circumstances require. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth and other changes in our business and industry.

AKUMIN INC.  |  Management Information Circular  |  2020    17

Compensation Governance

Our Compensation Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. Our Compensation Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

Our Board has adopted a written charter for our Compensation Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and officers, the appointment of persons to senior executive positions, the terms of employment and matters of compensation and awards under the Company’s Option Plan and RSU Plan for senior executives and board members. Our Compensation Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers and various other key employees is fair, reasonable and consistent with the objectives of our philosophy and compensation program. See also “Corporate Governance – Committees of our Board – Compensation Committee.”

Principal Elements of Compensation

The compensation of our executive officers includes three major elements: (a) base salary; (b) short-term incentives, consisting of an annual bonus; and (c) long-term equity incentives, currently consisting of Options and RSUs granted from time to time under our Option Plan and RSU Plan, respectively. Perquisites and personal benefits are not a significant element of compensation of our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries are expected to be determined annually and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities.

Annual Bonuses

Discretionary annual bonuses are designed to motivate our executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular. The Compensation Committee establishes performance targets with the objective of rewarding senior management with a short-term incentive award proportionate to the success of the Company in achieving those targets. The non-equity annual incentive plans pay a cash bonus that is intended to reward each executive for his or her yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance.

Long-Term Incentives – Options and Restricted Stock Units

The executive officers, along with our directors, employees and consultants, will be eligible to participate in the long-term incentive program which will be comprised of Options and RSUs issued pursuant to the Option Plan and RSU Plan, respectively. The purpose of the long-term incentive program is to promote greater alignment of interests between employees and shareholders and to support the achievement of the Company’s longer-term performance objectives while providing a long-term retention element.

Our Board will be responsible for administering both the Option Plan and the RSU Plan, and the Compensation Committee will make recommendations to our Board in respect of matters relating to the Option Plan and RSU Plan. Previous grants are taken into account when considering new option grants.

The NEOs and Board members are not formally prohibited from purchasing financial instruments designed to hedge or offset a decrease in the market value of Shares, including Shares granted as compensation or otherwise held directly or indirectly by an NEO or a member of the Board. In the view of the Compensation Committee, the structure and nature of executive compensation, including the manner in which Share-based awards are granted, vested and paid-out under the Company’s incentive plan awards, is designed to reduce the need to hedge or offset any potential decrease in the price of Shares and is sufficient to ensure that the interests of the members of the Board and NEOs are adequately aligned with those of the Company generally.

AKUMIN INC.  |  Management Information Circular  |  2020    18

Option Plan

Under the terms of the Option Plan, our Board, or, if authorized by our Board, such committee of the Board to which the Board may choose to delegate such authority, may grant Options to certain “eligible participants”. Eligible participants include any employee, executive officer, director or consultant of: (a) the Company; or (b) any affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any affiliate), and also includes certain permitted assigns of any such person.

Participation in the Option Plan is voluntary and, if an eligible participant agrees to participate, the grant of Options will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any Option is not assignable or transferable. The exercise price for the Options will be the volume weighted average trading price of the Common Shares on an internationally recognized Canadian exchange (including the TSX) for the five trading days immediately preceding the day on which the Option is granted, or such greater amount as the Board may determine; provided, however, that the exercise price of an Option shall not be less than the minimum exercise price required by the applicable rules of the exchange.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our Option Plan (and under any other share compensation arrangements of the Company, including the RSU Plan) is 10% of the aggregate number of Common Shares which are outstanding from time to time. As at December 31, 2019, this represented 6,984,092 Common Shares. Any increase in the issued and outstanding Common Shares will result in an increase in the available number of the Common Shares issuable under the Option Plan, and any exercise of options will make new grants available under the Option Plan.

Unless otherwise fixed by the Board at the time an option is granted (as set forth in a grant agreement), and subject to any applicable rules of the TSX, the Option Plan provides that: (a) the expiry date of an option will be the seventh anniversary of the date of grant; and (b) options will vest over a three year period following the date of such grant as follows:

• on or after the first anniversary of the date of grant: 34%;

• on or after the second anniversary of the date of grant: 33%; and

• on or after the third anniversary of the date of grant: 33%.

In the event that an eligible participant receives Common Shares from the Company in satisfaction of a grant of options during a Company-imposed black-out period, the holder shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired. In the event that a participant’s options are set to expire during a black-out period, such expiry date shall be automatically extended for ten business days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed.

The maximum number of Common Shares:

a) issuable to “insiders” (as defined under Section 1 of the Securities Act (Ontario)) at any time under the Option Plan and any other security based compensation arrangements of the Company cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time; and

b) issued to such insiders within any one-year period under the Option Plan and any other security based compensation arrangements cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time.

The following table describes the impact of certain events upon the rights of holders of Options under the Option Plan, including termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:

Event Provisions	Provisions
Termination for Cause	All vested and unvested options held by the holder will immediately terminate and become null, void and of no effect on the date on which Akumin gives notice of termination for cause.
Ceasing to be a (non-executive) Director	The expiry date for options that had vested on the date such holder ceases to be a director will be the earlier of the expiry date shown on the relevant grant agreement and the date that is 180 days following the date such holder ceases to be an eligible participant (as a result of his or her ceasing to be a director of the Company). Options which are outstanding but unvested on the date such holder ceases to be a director will immediately terminate and become null, void and of no effect.

AKUMIN INC.  |  Management Information Circular  |  2020    19

Event Provisions	Provisions
Voluntary Resignation or Termination without Cause	The expiry date for options that had vested on the date such holder voluntarily resigns or is terminated by the Company without cause will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 30 days following the date such holder ceases to be an eligible participant (as a result of his or her voluntary resignation or termination without cause). Options which are outstanding but unvested on the date such holder voluntary resigns or is terminated by the Company without cause will immediately terminate and become null, void and of no effect.
Disability	The Board may in its discretion determine that a holder with a disability shall no longer be an eligible participant. If so, the expiry date for options that had vested on the date such holder ceases to be an eligible participant will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.
Retirement	The expiry date for options that had vested on the date such holder ceases to be an eligible participant as a result of his or her retirement in accordance with the Company’s then applicable retirement policy or a determination of the Board will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.
Death	The expiry date for options that had vested immediately prior to the death of the holder will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days after the date of such holder’s death. Options that are outstanding but unvested immediately prior to the holder’s death will immediately terminate and become null, void and of no effect upon the death of the holder.

Notwithstanding the foregoing, the Board may, in its sole discretion, but subject to applicable laws and TSX rules, extend the expiry date of options referenced above.

In connection with a change of control of the Company, any surviving or acquiring corporation must:

a) assume any option outstanding under the Option Plan on substantially the same economic terms and conditions as the Option Plan; or

b) substitute or replace similar stock options (including an award to acquire the same consideration paid to the securityholders of the Company as part of the change of control transaction) for those options outstanding under the Option Plan on substantially the same economic terms and conditions as the Option Plan.

In the event any surviving or acquiring corporation neglects or refuses (as determined by the Board, acting reasonably) to assume any options or to substitute or replace similar stock options for those outstanding options under the Option Plan, then with respect to any options which remain outstanding, the vesting of such options will automatically and without further action by the Board or the Company be immediately accelerated so that such options will be fully vested. In addition, in such event, the Board may determine that outstanding options will terminate if not exercised (if applicable) at or prior to such change of control transaction. The Board may also, in its discretion, conditionally or otherwise, in the event of a change of control subject to the terms of the Option Plan, accelerate the vesting date of unvested options and to modify the terms of options to assist the holders to tender their securities in a takeover bid.

Our Board may amend, suspend or terminate the Option Plan or any portion thereof in accordance with applicable legislation, and subject to any required regulatory or shareholder approval; provided, however, that such amendment, suspension or termination will not, without the consent of the eligible participant, alter or impair any options previously granted under the Option Plan, or any rights pursuant thereto granted previously to any eligible participant.

The Board may, subject to any necessary regulatory approval, at its discretion from time to time, amend the Option Plan and the terms and conditions of any option thereafter to be granted and may make such amendment for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of the TSX, or for any other purpose which may be permitted by law, provided always that any such amendment will:

a) not adversely alter or impair any option previously granted except as permitted by the terms of the Option Plan;

b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX; and

c) be subject to shareholder approval, where required by law, the requirements of the TSX or the Option Plan or any other governmental entity.

Shareholder approval is required for certain amendments to the Option Plan, including, but not limited to, amendments providing for: (a) an increase in the maximum number of Common Shares that may be issuable from the Company’s treasury pursuant to options granted under the Option Plan; and (b) an extension of the time under which an option expires beyond its original expiry date.

AKUMIN INC.  |  Management Information Circular  |  2020    20

The Board may from time to time, in its discretion and without the approval of shareholders or eligible participants, make changes to the Option Plan any option which may include, but are not limited to, the following matters:

a) any amendment of a “housekeeping” nature, including, without limitation, those made to clarify the meaning of an existing provision of the Option Plan, correct or supplement any provision of the Option Plan that is inconsistent with any other provision of the Option Plan, correct any grammatical or typographical errors or amend the definitions in the Option Plan regarding administration of the Option Plan;

b) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any option;

c) any amendment to the Option Plan respecting administration and eligibility for participation under the Option Plan; and

d) an amendment of the Option Plan or an option as necessary to comply with applicable law or the requirements of the TSX or any other regulatory body having authority over the Company, the Option Plan, the participants or the shareholders of the Company.

RSU Plan

Under the terms of the RSU Plan, our Board, or if authorized by our Board, such committee of the Board to which the Board may choose to delegate such authority, may grant RSUs to “eligible participants”. Eligible participants include any employee, executive officer, director or consultant of: (a) the Company; or (b) any affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any affiliate), and also includes certain permitted assigns of any such person.

Participation in the RSU Plan is voluntary and, if an eligible participant agrees to participate, the grant of RSUs will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any RSU is not assignable or transferable. Each RSU entitles an eligible participant to receive one Common Share in accordance with the terms set forth in the RSU Plan.

The maximum number of Common Shares reserved for issuance, in the aggregate, under our RSU Plan (and under any other share compensation arrangements of the Company, including the Option Plan) is 10% of the aggregate number of Common Shares which are issued and outstanding from time to time. As at December 31, 2019, this represented 6,984,092 Common Shares. For greater certainty, any increase in the issued and outstanding Common Shares will result in an increase in the available number of the Common Shares issuable under the RSU Plan, and any exercise of RSUs will make new grants available under the RSU Plan. Each RSU granted or credited to an eligible participant entitles such holder to one Common Share in the capital of the Company.

Except as otherwise provided in a grant agreement or any other provision of the RSU Plan, the vesting dates shall be determined as follows:

• ¹⁄₂ of the RSUs granted shall vest on the first anniversary of the date of grant; and

• ¹⁄₂ of the RSUs granted shall vest on the second anniversary of the date of grant.

In the event that an eligible participant receives Common Shares from the Company in satisfaction of a grant of RSUs during a Company-imposed black-out period, the holder shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired. In the event that a participant’s RSUs are set to expire during a black-out period, such expiry date shall be automatically extended for ten business days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed.

The maximum number of Common Shares:

a) issuable to “insiders” (as defined under Section 1 of the Securities Act (Ontario)) at any time pursuant to the exercise of RSUs granted under the RSU Plan and any other security based compensation arrangements, cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time; and

b) issued to such insiders within any one year period under the RSU Plan and any other security based compensation arrangements, cannot exceed 10% of the aggregate number of Common Shares which are outstanding from time to time.

AKUMIN INC.  |  Management Information Circular  |  2020    21

The following table describes the impact of certain events upon the rights of holders of RSUs under the RSU Plan, including termination for cause, termination other than for cause and death, subject to the terms of a participant’s employment agreement:

Event Provisions	Provisions
Termination for cause	All unvested RSUs expire on the termination date and are of no further force or effect and such holder shall no longer be eligible for a grant of RSUs.
Ceasing to be a Director	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Termination other than for cause	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Disability	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Retirement	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.
Death	All unvested RSUs will vest and shall be settled as soon as practicable following the vesting date.

In connection with a change of control of the Company, our Board has the right to provide for the conversion or exchange of any outstanding RSUs into or for units, rights or other securities in any entity participating in or resulting from a change of control, provided that the value of previously granted RSUs and the rights of participants are not materially adversely affected by any such changes.

Our Board may, in its sole discretion, suspend or terminate the RSU Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the RSU Plan or of any RSU granted under the RSU Plan and any grant agreement relating thereto, subject to any required regulatory, TSX and shareholder approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any RSU previously granted except as permitted by the terms of the RSU Plan or as required by applicable laws.

The Board may from time to time, in its discretion and without the approval of shareholders of the Company or eligible participants, make changes to the RSU Plan or any RSUs that do not require the approval of shareholders of the Company, provided always that such amendment or revision shall: (a) not adversely alter or impair any RSU previously granted except as permitted by the terms of the RSU Plan; (b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSX; and (c) where required by law, be subject to shareholder approval, the requirements of the TSX or the RSU Plan. On this basis, amendments may include, but are not limited to the following matters:

a) any amendment of a “housekeeping” nature, including, without limitation, those made to clarify the meaning of an existing provision of the RSU Plan, correct or supplement any provision of the RSU Plan that is inconsistent with any other provision of the RSU Plan, correct any grammatical or typographical errors or amend the definitions in the RSU Plan regarding administration of the RSU Plan;

b) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any RSUs;

c) any amendment to the RSU Plan respecting administration and eligibility for participation under the RSU Plan; and

d) an amendment of the RSU Plan or an RSU as necessary to comply with applicable law or the requirements of the TSX or any other regulatory body having authority over the Company, the RSU Plan, the participants or the shareholders of the Company.

In the event a dividend becomes payable on the Common Shares, then on the payment date for such dividend, each participant’s notional account shall, unless otherwise determined by the Board in respect of any grant of RSUs, be credited with additional RSUs (including fractional RSUs) of the same kind as credited in such participant’s applicable notional account, the number of which shall be determined by dividing: (i) the amount determining by multiplying: (a) the number of RSUs in such participant’s notional account (whether vested or unvested) on the record date for the payment of such dividend by; (b) the dividend paid per Common Share; by (ii) the market value of a Common Share on the dividend payment date for such dividend, in each case, with fractions computed to two decimal places. Such additional RSUs (including fractional RSUs), if credited, shall vest on the same basis as the underlying RSUs.

Share Performance Graph

The following graph and chart compare the cumulative total shareholder return on Common Shares from December 1, 2017, when the Company became a reporting issuer, through December 31, 2019, with a cumulative total return of the S&P/TSX Capped Healthcare Index, S&P/TSX Composite Index and S&P/TSX Venture Composite Index during the same period, assuming a $100 initial investment and the reinvestment of any dividends.

AKUMIN INC.  |  Management Information Circular  |  2020    22

Index	2017 ($)		2018 ($)		2019 ($)
Akumin Inc.		100		97.14		105.71
S&P/TSX Capped Healthcare Index		100		110.78		98.42
S&P/TSX Composite Index		100		89.30		106.39
S&P/TSX Venture Composite Index		100		70.62		73.20

The trend in the above performance graph shows an investment in the Company has maintained its value over the 25-month period since the Company completed its initial public offering and has performed in line with comparable indices. Our executive compensation programs place a large emphasis on at-risk pay in the form of equity-based compensation such that our NEOs are aligned with the same return on investment that shareholders have realized and would realize over the long term. Equity and non-equity compensation programs for our NEOs are tied to financial and non-financial metrics designed for the specific NEO and their duties and responsibilities and our long-term business plans, which include building scale, increasing profitability and improving return on capital. As a result, total compensation may not always be tied to share performance. It is our philosophy to pay compensation to our NEOs and other executive officers at competitive levels in order to retain and motivate those executives who are critical to the long-term success of the Company.

Summary Compensation Table

The following table sets out information concerning the compensation earned by, paid to, or awarded to the persons determined to be NEOs in Fiscal 2019 and Fiscal 2018. The Company completed its initial public offering on December 1, 2017. As a result, compensation for the fiscal year ended December 31, 2017 and prior periods have not been disclosed.

									Non-equity Incentive Plan Compensation ($)
Name	Fiscal Year		Salary ($)		Share- based Awards ($)(1)		Option- based Awards ($)(2)		Annual Incentive Plan		Long- term Incentive Plans		Pension Value ($)		All Other Compensation ($)(3)		Total Compensation ($)
Riadh Zine		2019		500,000		—		1,215,194		750,000		—				9,600		2,474,794
President and Chief Executive Officer		2018		500,000		—		1,284,413		650,000		—		—		9,600		2,444,013
Rohit Navani		2019		360,000		—		316,008		330,000		—		—		9,600		1,015,608
Executive Vice President and Chief Operating Officer		2018		360,000		—		477,068		300,000		—		—		9,600		1,146,668
Mohammad Saleem		2019		225.000		—		215,460		170,000		—		—		6,720		617,180
Chief Financial Officer and Corporate Secretary		2018		225,000		—		322,938		150,000		—		—		6,720		704,658
Chris Fitzgerald(4)		2019		210,000		—		100,548		100,000		—		—		8,230		418,778
Chief Revenue Officer		2018		175,479		139,300		146,790		90,000		—		—		56,494		608,063
Matt Cameron(5)		2019		210,000		—		100,548		100,000		—		—		6,720		417,268
Senior Vice President and General Counsel		2018		169,151		200,000		146,790		90,000		—		—		5,600		611,541

AKUMIN INC.  |  Management Information Circular  |  2020    23

(1) Fair value of the share-based award (namely, RSUs) was calculated by multiplying the number of RSUs by the Common Share price on the grant date.

(2) Fair value assigned to stock options using the Black-Scholes-Merton valuation model as of the grant date.

(3) This amount is comprised of an $800 per month automobile allowance for each of Riadh Zine and Rohit Navani and a $560 per month automobile allowance for each of Mohammad Saleem, Chris Fitzgerald and Matt Cameron. With respect to Mr. Fitzgerald, this amount also includes $894 for 2018 and $1,510 for 2019 in matching contributions made by the Company to a 401(k) retirement plan maintained for the benefit of all participating U.S. based employees, as well as a signing bonus of $50,000 received when Mr. Fitzgerald commenced employment with the Company on March 1, 2018.

(4) Mr. Fitzgerald commenced his position on March 1, 2018. His base salary for 2018 reflects the actual amount paid from March 1, 2018 through December 31, 2018. Mr. Fitzgerald received 35,000 RSUs valued as described in note (1) above as part of his signing bonus, the value of which is included in the 2018 amounts in “Share-based Awards” above.

(5) Mr. Cameron commenced his position on March 12, 2018. His base salary for 2018 reflects the actual amount paid from March 12, 2018 through December 31, 2018. Mr. Cameron received 50,000 RSUs valued as described in note (1) above as a signing bonus, the value of which is included in the 2018 amounts in “Share-based Awards” above. The Board deferred payment of Mr. Cameron’s 2019 Annual Incentive Plan to January, 2020.

Employment Agreements, Termination and Change of Control Benefits

Employment agreements are in place for each of the NEOs. The contracts set out the principal terms of the employment relationship between the Company or an affiliate of the Company, as applicable, including the NEO’s overall role, the expectations of the Company with respect to business practices and financial terms. Such employment agreements also include provisions regarding confidentiality and non-competition (within a 20-mile radius of any facility of the Company during the term of employment and for a period of one year after termination) as well as eligibility for our benefit plans.

For Mr. Zine and Mr. Navani, in the case of termination of employment by the Company without cause, each will be entitled to: (a) a lump sum payment equal to two years of Mr. Zine or Mr. Navani’s then current base salary; and (b) a lump sum representing the value of Mr. Zine or Mr. Navani’s annual bonus prorated to reflect the duration of the “notice period” (being 2 years), which will be equal to the average annual bonus paid to Mr. Zine or Mr. Navani in the previous two fiscal years. The same entitlements apply in the event that Mr. Zine or Mr. Navani resigns from employment with the Company within the twelve-month period following a change of control event.

For Mr. Saleem, in the case of termination of employment by the Company without cause, he will be entitled to: (a) a lump sum payment equal to one year of Mr. Saleem’s then current base salary; and (b) a lump sum representing the value of Mr. Saleem’s annual bonus prorated to reflect the duration of the “notice period” (being one year), which will be equal to the average annual bonus paid to Mr. Saleem in the previous two fiscal years.

For Mr. Fitzgerald, in the case of termination of employment by the Company without cause, he will be entitled to a lump sum payment equal to six months of his then current base salary.

For Mr. Cameron, in the case of termination of employment by the Company without cause, he will be entitled to: (a) a lump sum payment equal to six months of his then current base salary plus one month of base salary for each completed year of employment, up to an aggregate maximum of twelve months base salary, provided that if his employment is terminated within twelve months following a change of control event, he would be entitled to receive the maximum amount of twelve months base salary; and (b) a lump sum representing the value of Mr. Cameron’s annual bonus prorated to reflect the duration of the “notice period” (being six months plus one month per completed year of employment), which will be equal to the average annual bonus paid to Mr. Cameron in the previous two fiscal years.

The table below shows the incremental payments that would be made to our NEOs under the terms of their employment agreements upon the occurrence of certain events, if such events were to have occurred as at December 31, 2019.

Name	Event	Severance ($)			Acceleration of Option- Based Awards ($)(1)		Acceleration of Share- Based Awards ($)(2)		Total ($)
Riadh Zine President and Chief Executive Officer	Termination by the Company without cause or resignation by employee in the twelve months following a change of control		2,400,000			2,987,718		—		5,387,718
Rohit Navani Executive Vice President and Chief Operating Officer	Termination by the Company without cause or resignation by employee in the twelve months following a change of control		1,350,000			1,370,200		758,500		3,478,700
Mohammad Saleem Chief Financial Officer and Corporate Secretary	Termination by the Company without cause		385,000			413,500		—		798,500
Chris Fitzgerald Chief Revenue Officer	Termination by the Company without cause		105,000			28,700		64,750		198,450
Matt Cameron Senior Vice President and General Counsel	Termination by the Company without cause		177,917	(3)		28,700		92,500		293,283

(1) Assumes full vesting of outstanding in-the-money options in accordance with the Option Plan based on the closing price per Common Share of $3.70 on December 31, 2019, the last trading day of Fiscal 2019 (net of the exercise price for such options).

(2) Assumes full vesting of outstanding RSUs in accordance with the RSU Plan based on the closing price per Common Share of $3.70 on December 31, 2019, the last trading day of Fiscal 2019.

(3) Assumes payment based on a period of six months plus one month for the one full year of employment completed as of December 31, 2019.

AKUMIN INC.  |  Management Information Circular  |  2020    24

Outstanding Option-Based Awards and Share-Based Awards

The following table sets out information concerning the option-based and share-based awards granted to our NEOs that were outstanding as at December 31, 2019:

	Option-Based Awards								Share-Based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)(1)		Number of shares or units of shares that have not vested (#)		Market or payout value of share- based awards that have not vested ($)(2)		Market or payout value of share- based awards not paid out or distributed ($)
Riadh Zine		825,268		0.50		March 15, 2026		2,640,858
President and Chief Executive Officer		875,000		3.74		November 16, 2025		—		—		—		—
	846,000		3.29		November 18, 2026		346,860
Rohit Navani		400,000		0.50		March 15, 2026		1,280,000
Executive Vice President and Chief Operating Officer		325,000		3.74		November 16, 2025		—		205,000		758,500		—
		220,000		3.29		November 18, 2026		90,200
Mohammad Saleem		110,000		0.50		March 15, 2026		352,000
Chief Financial Officer and Corporate Secretary		220,000		3.74		November 16, 2025		—		—		—		—
	150,000		3.29		November 18, 2026		61,500
Chris Fitzgerald		100,000		3.74		November 16, 2025		—		17,500		64,750		—
Chief Revenue Officer		70,000		3.29		November 18, 2026		28,700
Matt Cameron		100,000		3.74		November 16, 2025		—		25,000		92,500		—
Senior Vice President and General Counsel		70,000		3.29		November 18, 2026		28,700

(1) Based on the closing price per Common Share of $3.70 on December 31, 2019, the last trading day of Fiscal 2019, less the exercise price.

(2) RSUs vest and settle in accordance with the RSU Plan. The dollar values in this column are based on the closing price per Common Share of $3.70 on December 31, 2019, the last trading day of Fiscal 2019. The actual amount payable, if any, in respect of the RSUs will depend on, among other things, the market value of the Common Shares on the vesting date and the Company’s performance during the interim period.

Incentive Plan Awards – Value Vested or Earned During Fiscal 2019

The following table indicates, for each of our NEOs, a summary of the value of the option-based and share-based awards vested in accordance with their terms during Fiscal 2019 (assuming the continued employment of each NEO):

Name	Option-Based Awards – Value Vested During Fiscal 2019 ($)(1)		Share-Based Awards – Value Vested During Fiscal 2019 ($)(2)		Non-equity incentive plan compensation –Value earned during Fiscal 2019 ($)(3)
Riadh Zine		817,014		1,502,800		750,000
President and Chief Executive Officer
Rohit Navani		396,000		—		330,000
Executive Vice President and Chief Operating Officer
Mohammad Saleem		108,900		374,000		170,000
Chief Financial Officer and Corporate Secretary
Chris Fitzgerald		—		63,875		100,000
Chief Revenue Officer
Matt Cameron		—		87,500		100,000
Senior Vice President and General Counsel

(1) Represents the aggregate dollar value of $3.50 per Common Share, which would have been realized if such options had been exercised on the vesting date of March 15, 2019, less the exercise price of $0.50 per Common Share. Options which were not “in-the-money” on their vesting date in Fiscal 2019 are excluded.

(2) With respect to Mr. Zine and and Mr. Saleem, represents the aggregate dollar value of $3.40 per Common Share on the vesting date of November 15, 2019 of share-based awards (namely, RSUs). With respect to Mr. Fitzgerald, represents the aggregate dollar value of $3.65 per Common Share on the vesting date of March 1, 2019 of share-based awards (namely, RSUs). With respect to Mr. Cameron, represents the aggregate dollar value of $3.50 per Common Share on the vesting date of March 12, 2019 of share-based awards (namely, RSUs).

(3) Represents non-equity annual cash bonus earned in respect of Fiscal 2019.

Corporate Governance

General

The Board believes that sound corporate governance practices are essential to the proper management and operation of our business. This includes compliance with applicable regulatory requirements and best practices that go beyond the requirements mandated by regulation.

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We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices.

Disclosure of our governance practices as required under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) is set out below and describes our approach to corporate governance.

To comply with these various standards and achieve best practices, we have adopted comprehensive corporate governance policies and procedures. Our key policies and documents include the following:

• Mandate of the Board of Directors

• Charters of the Board Committees, including the Audit Committee, the Compensation Committee and the Governance Committee

• Code of Conduct

• Whistleblower Policy

• Disclosure Policy

• Insider Trading Policy

• Corporate Governance Guidelines (which includes our majority voting policy)

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of one and a maximum of 10 directors, as determined from time to time by the directors.

The size of the Board is currently set at five directors. The directors will be elected by shareholders at each annual meeting of shareholders and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

Pursuant to the disclosure contemplated by Item 15 of Form 58-101F1 – Corporate Governance Disclosure, the Company currently has no female (0%) directors. None (0%) of the five NEO’s as measured for Fiscal 2019 are women. As to gender, the Board and the Governance Committee are receptive to increasing the representation of women on the Board as turnover occurs or appropriate candidates come forward, taking into account the skills, background, experience and knowledge desired at that particular time by the Board and its Committees. The Company continues to consider the level of representation of women, along with other markers of diversity, when making executive appointments and, in general, with regard to succession planning.

Director Independence

A director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that of the five directors on our Board, Riadh Zine will not currently be considered independent because of his management role with the Company and Stan Dunford will not be considered independent because of his present ownership of more than 10% of the outstanding common shares of the Company (pursuant to applicable securities laws).

Directorships with Other Reporting Issuers

The following directors of the Company currently serve on the board of directors of reporting issuers (or the equivalent in a jurisdiction outside of Canada) other than the Company. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Name	Reporting Issuer or Equivalent	Exchange
Stan Dunford	Waterloo Brewing Ltd.	TSX

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that, given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities.

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If the chair of the Company (the “Chair”) is not independent, then the Company shall appoint an independent lead director from among the directors who shall serve for such term as the Board may determine. In circumstances where the Chair has a material interest in a matter before the Board and cannot participate owing to a conflict in respect thereof, the lead director shall fill in for the role of the Chair (for a whole meeting or any part of a meeting). Murray Lee has been appointed as lead director by our Board and is responsible for ensuring that the directors who are independent have opportunities to meet with only the independent directors to the exclusion of non-independent directors and management. The lead director shall be appointed and replaced from time to time by a majority of independent directors and shall be an independent director. Discussions will be led by the lead director who will provide feedback subsequently to the Chair.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the OBCA regarding conflicts of interest.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Governance Committee of our Board will seek to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our Governance Committee also is expected to conduct a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board.

Mandate of our Board of Directors

Our Board is responsible for supervising the management of the business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix “B” that includes the following:

• appointing the President and Chief Executive Officer;

• approving the corporate goals and objectives that the President and Chief Executive Officer is responsible for meeting and reviewing the performance of the President and Chief Executive Officer against such corporate goals and objectives;

• taking steps to satisfy itself as to the integrity of the President and Chief Executive Officer and other senior executive officers and that the President and Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and

• reviewing and approving management’s strategic and business plans.

Our Board has adopted a written position description for the Chair, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and shareholder meetings, director development and communicating with shareholders and regulators. Our Board has also adopted a written position description for our lead director.

Our Board has adopted a written position description for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among other things, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our President and Chief Executive Officer which sets out the key responsibilities of our President and Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration and supervising day-to-day management and communicating with shareholders and regulators.

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Orientation and Continuing Education

We have implemented an orientation program for new directors under which a new director will meet with the Chair, the lead director, members of senior management and our secretary. It is anticipated that new directors will be provided with comprehensive orientation and education as to the nature and operation of Akumin and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. Our Governance Committee will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee will be responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Code of Conduct

Our Board has adopted a written code of conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board will have ultimate responsibility for the stewardship of the Code of Conduct and it will monitor compliance through our Governance Committee. Directors, officers and employees will be required to annually certify that they have not violated the Code of Conduct. The Code of Conduct will be filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Committees of our Board

Our Board has established three standing committees: the Audit Committee, the Governance Committee and the Compensation Committee.

Audit Committee

Detailed information about our Audit Committee, including the mandate of the Audit Committee and a copy of its charter, can be found in our Annual Information Form for the year period ended December 31, 2019 on www.sedar.com under the heading “Directors and Officers – Audit Committee”.

Governance Committee

Our Governance Committee must consist of at least three directors, all of whom must be independent directors. The committee is charged with reviewing, overseeing and evaluating our corporate governance and nominating policies. Our Governance Committee is comprised of Murray Lee, who acts as chair of this committee, Tom Davies and James Webb. For additional details regarding the relevant education and experience of each member of our Governance Committee, including the direct experience that is relevant to each committee member’s responsibilities, see “Election of Directors” above.

As all of the members of our Governance Committee must be independent, our Board believes that our Governance Committee will be able to conduct its activities in an objective manner.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our

Governance Committee. Our Governance Committee’s purpose is to assist our Board in:

• developing our Corporate Governance Guidelines and principles and providing us with governance leadership;

• identifying individuals qualified to be nominated as members of our Board;

• overseeing director orientation and continuing education;

• assist the Board in fulfilling its oversight responsibilities in relation to the review and approval of related party transactions and other matters involving conflicts of interest;

• reviewing the structure, composition and mandate of Board committees; and

• evaluating the performance and effectiveness of our Board and of our Board committees.

Our Governance Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our Governance Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment will address, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board will receive and consider the recommendations from our Governance Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs.

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Compensation Committee

Our Compensation Committee must consist of at least three directors, all of whom must be independent directors. The committee is charged with reviewing, overseeing and evaluating our compensation policies. Our Compensation Committee is comprised of Murray Lee, who acts as chair of this committee, Tom Davies and James Webb. As present or former leaders of large business enterprises, each of these members hold experience with respect to oversight on compensation or executive compensation matters. For additional details regarding the relevant education and experience of each member of our Compensation Committee, including the direct experience that is relevant to each committee member’s responsibilities, see “Election of Directors” above.

As all of the members of our Compensation Committee must be independent, our Board believes that our Compensation Committee will be able to conduct its activities in an objective manner.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Compensation Committee. Our Compensation Committee’s purpose is to assist our Board in:

• the appointment, performance, evaluation and compensation of our senior executives;

• the recruitment, development and retention of our senior executives;

• maintaining talent management and succession planning systems and processes relating to our senior management;

• developing compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;

• establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;

• assessing the compensation of our directors;

• developing benefit retirement and savings plans; and

• administering the Company’s equity incentive plans.

Independent Committee

On December 18, 2018, the Company formed a committee of independent directors (the “Independent Committee”) to assess, consider and evaluate, with the assistance of financial and legal advisors, a number of strategic alternatives relating to the Company including potential acquisitions, financings and joint ventures, among other things. The members of the Independent Committee were the independent members of the Board, being Murray Lee (Chair), Tom Davies and James Webb. The Independent Committee’s mandate concluded on March 31, 2019.

Securities Authorized for Issuance under Equity Compensation Plans

The following table shows information on compensation plans under which shares are authorized for issuance as at the date of this Circular. Only Common Shares are issuable under our Option Plan and RSU Plan. The Company does not have any equity compensation plans that have not been approved by its shareholders. For a description of our equity-based incentive compensation plans, see “Compensation Discussion and Analysis – Principal Elements of Compensation” above.

Equity Compensation Plan Information

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and RSUs		(b) Weighted-average exercise price of outstanding options and RSUs			(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders		5,830,620	$	2.45	(1)		1,181,972

(1) Of the securities listed in (a) above, 52,500 are RSUs which have no exercise price, 2,025,268 are stock options with an exercise price of $0.50 per Common Share, 2,088,000 are stock options with an exercise price of $3.74 per Common Share and 1,664,852 are stock options with an exercise price of $3.29 per Common Share.

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Indebtedness of Directors and Executive Officers

As of the date of this Circular, no individual who is a director or officer of the Company, a proposed nominee for election as a director of the Company, or any associate of any one of the foregoing persons is indebted to the Company or any of its subsidiaries (other than in respect of amounts which constitute routine indebtedness), nor is any such person indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries. For the purposes of this paragraph, “support agreement” includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

Voting Securities and Principal Holders of Voting Securities

Authorized Capital

Our authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of the date hereof, there are 70,125,928 Common Shares issued and outstanding as fully paid and non-assessable and zero preferred shares issued and outstanding. Further, as of the date hereof, the Company has 5,778,120 Options, 52,500 RSUs and 525,000 warrants to purchase Common Shares outstanding.

Common Shares

Subject to the rights of the holders of the preferred shares of the Company, holders of the Common Shares are entitled to dividends if, as and when declared by the directors. Holders of the Common Shares are entitled to one vote per Common Share at meetings of shareholders except at meetings at which only holders of a specified class of shares are entitled to vote. Upon liquidation, dissolution or winding-up of the Company, subject to the rights of holders of preferred shares, holders of the Common Shares are to share ratably in the remaining assets of the Company as are distributable to holders of Common Shares. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

Preferred Shares

Preferred shares may be issued by the directors of the Company at any time in one or more series. Subject to the provisions of the OBCA and our Articles, the Board may, by resolution, from time to time fix the number of shares in each series of preferred shares and determine the rights, privileges, restrictions and conditions attaching to each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, the voting rights (if any), any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding up and any sinking fund or other provisions, the whole to be subject to filing an amendment to our Articles to create the series and altering our Articles to include the special rights or restrictions attached to the preferred shares of the series. If any preferred shares are issued and the directors determine those preferred shares are to have voting rights, the holders of those preferred shares will vote together with the holders of Common Shares at meetings of shareholders except at meetings at which only holders of a specified class of shares are entitled to vote.

Principal Holders of Voting Securities

To the knowledge of the directors and the executive officers of the Company, as at the Record Date, no person beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Common Shares, other than as set out below:

Name of Shareholder	Type of Ownership		Number of Common Shares Owned		Percentage of Outstanding Common Shares			Percentage of Total Voting Rights
Stan Dunford		Common Shares		7,276,124		10.38	%		10.38	%

Interests of Certain Persons or Companies in Business of Meeting

To the knowledge of the directors and executive officers of Akumin, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

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Interests of Informed Persons in Material Transactions

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading “Interests of Management and Others in Material Transactions”, to the knowledge of the Company, after reasonable inquiry, no “informed persons” of the Company (as defined in NI 51-102), nor any director nominee named herein, nor any person who beneficially owns, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to the issued Common Shares, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed fiscal year or in any proposed transaction which has materially affected the Company or would materially affect the Company, or any of its subsidiaries.

Shareholder Proposals

There are no shareholder proposals to be considered at the Meeting. The OBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual meeting of shareholders. Subject to the provisions of our advance notice bylaw which require certain advance notice for director nominations, unless an earlier notice of the annual meeting is delivered (in which case proposals must be delivered within 10 days after the date of the notice), the final date by which we must receive shareholder proposals for our annual meeting of shareholders to be held in 2021 is March 15, 2021.

Management Contracts

No management functions of the Company and its subsidiaries are performed to any substantial degree by persons other than the directors and executive officers of the Company or its subsidiaries.

Additional Information

You can ask us for a copy of the following documents at no charge:

• our most recent annual report, which includes our comparative financial statements for the most recently completed financial year together with the accompanying auditors’ report;

• any interim financial statements that were filed after the financial statements for our most recently completed financial year;

• our management’s discussion and analysis related to the above financial statements;

• the management proxy circular for our most recent annual shareholder meeting; and

• our most recent Annual Information Form, together with any document, or the relevant pages of any document, incorporated by reference into it.

Shareholders may request copies of the Company’s financial statements and management’s discussion and analysis by writing to Investor Relations at 151 Bloor Street West, Suite 603, Toronto, Ontario M5S 1S4 or email info@akumin.com. Financial information is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for Fiscal 2019.

These documents and additional information relating to the Company are also available on our website at www.akumin.com and on SEDAR at www.sedar.com.

Information contained on, or that can be accessed through, our website does not constitute a part of this Circular and is not incorporated by reference herein.

Approval

Our Board has approved the contents of this Circular and the sending thereof to our shareholders, directors and auditor.

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DATED this 7^th day of April, 2020.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) Riadh Zine

Riadh Zine

President and Chief Executive Officer, Director

Toronto, Ontario

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Appendix A – Mandate of the Board of Directors

See attached.

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MANDATE OF THE BOARD OF DIRECTORS

Section 1 Introduction.

(1) The members of the board of directors (respectively, the “Directors” and the “Board”) of Akumin Inc. (the “Company”) are elected by the shareholders of Company and are responsible for the stewardship of Company. The purpose of this mandate (the “Board Mandate”) is to describe the principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in discharging its duties and responsibilities.

(2) Certain aspects of the composition and organization of the Board are prescribed and/or governed by the Business Corporations Act (Ontario) and the constating documents of the Company.

Section 2 Chair of the Board. The chair of the Board (the “Chair”) shall be appointed from among the Board’s members. The role of the Chair is to act as the leader of the Board, to manage and coordinate the activities of the Board and to oversee execution by the Board of this written mandate.

Section 3 Board Size. The articles of amalgamation of the Company provide that the Board shall be comprised of a minimum of one (1) and a maximum of ten (10) Directors. The Board shall periodically review its size in light of its duties and responsibilities from time to time.

Section 4 Independence.

(1) The Board shall be comprised of a majority of independent Directors and a minimum of 3 (three) independent Directors. A Director shall be considered independent if he or she would be considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

(2) If the Chair is not independent, then the Company shall appoint an independent lead

Director (the “Lead Director”) from among the Directors who shall serve for such term as the Board may determine. In circumstances where the Chair has a material interest in a matter before the Board and cannot participate owing to a conflict in respect thereof, the Lead Director shall fill in for the role of the Chair (for a whole meeting or any part of a meeting). The Lead Director shall chair any meetings of the independent directors and assume such other responsibilities as the independent directors may designate in accordance with any applicable position descriptions or other applicable guidelines that may be adopted by the Board from time to time.

Section 5 Role and Responsibilities of the Board.

(1) The Board is responsible for supervising the management of the business and affairs of the Company and is expected to focus on guidance and strategic oversight with a view to increasing shareholder value. In addition, the Board shall perform such duties as may be required of it by applicable law or by the requirements of any stock exchanges on which the Company’s securities are listed.

(2) In accordance with the Business Corporations Act (Ontario), in discharging his or her duties, each Director must act honestly and in good faith, with a view to the best interests of the Company. Each Director must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(3) Without limiting the generality of the other provisions of this Section 5, the Board shall perform the following functions and responsibilities, each of which may (subject to applicable law) be delegated to a committee of the Board in accordance with Section 7:

(a) Ethics and Integrity – On an annual basis, the Board shall: (i) review the recommendations of the Governance Committee regarding the adequacy of the Code of Conduct and compliance with, and any waivers or violations of, the Code of Conduct by employees, directors or officers; (ii) satisfy itself as to the integrity of the Chief Executive Officer and other executive officers; and (iii) satisfy itself that the Chief Executive Officer and other executive officers create a culture of integrity throughout the organization.

(b) Strategic Planning – At least annually, the Board shall review and, if advisable, approve the Company’s strategic planning process and short- and long-term strategic and business plans prepared by management. In discharging this responsibility, the Board shall review the plan in light of management’s assessment of emerging trends, the competitive environment, capital markets, risk issues, and significant business practices and products. At least annually, the Board shall review management’s implementation of the Company’s strategic and business plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.

(c) CEO Position Description – The Board shall develop and approve a position description for the Company’s Chief Executive Officer that includes the roles and responsibilities of the Chief Executive Officer, including corporate goals and objectives that the Chief Executive Officer has responsibility for meeting, and the basis upon which the Chief Executive Officer is to interact with and report to the Board. At least annually, with the assistance of the Compensation Committee, the Board shall review this position description and such goals and objectives.

(d) Risk Management – The Board is responsible for overseeing management’s implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls.

-2-

(e) Human Resources – At least annually, the Board shall review, with the assistance of the Compensation Committee, the Company’s approach to human resource management and executive compensation.

(f) Succession Planning – At least annually, the Board shall review, with the assistance of the Governance Committee and the Compensation Committee, appointment and succession plans for the Chief Executive Officer and senior management of the Company.

(g) Corporate Governance – At least annually, the Board shall, with the assistance of the Governance Committee: (i) review the Company’s approach to corporate governance; and (ii) evaluate the Board’s ability to act independently from management in fulfilling its duties.

(h) Financial Information – The Board shall, with the assistance of the Audit Committee, review, in connection with any required securities law filing related to internal controls, (i) at least annually reports provided by management on the Company’s internal control over financial reporting, including whether such internal control is effective, and any material weaknesses in such internal control, and (ii) at least quarterly any change in the Company’s internal control over financial reporting that occurred during the last completed fiscal quarter that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting. The Board shall decide all matters relating to earnings guidance.

(i) Controls and Procedures – At least quarterly in connection with any required securities law filing related to disclosure controls and procedures, the Board shall, with the assistance of the Audit Committee, review reports provided by management on the effectiveness of the Company’s disclosure controls and procedures as of the end of the last completed fiscal year.

(j) Communications – The Board shall periodically review the Company’s overall communications strategy, including measures for receiving and addressing feedback from the Company’s shareholders.

(k) Disclosure – At least annually, the Board shall review management’s compliance with the Company’s Disclosure Policy. The Board shall, if advisable, approve material changes to the Company’s Disclosure Policy.

(l) Director Development and Evaluation – At least annually, the Board shall, with the assistance of the Governance Committee, review the adequacy of the orientation and continuing education program for members of the Board.

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Section 6 Board Meetings.

(1) In accordance with the constating documents of the Company, meetings of the Board may be held at such times and places as the Chair may determine and as many times per year as necessary to effectively carry out the Board’s responsibilities provided that the Board shall meet at least four times per year or more often as may be required by applicable law. The independent Directors may meet without senior executives of the Company or any non-independent Directors, as required.

(2) The Chair shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval.

(3) The Board may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Board.

Section 7 Delegations and Approval Authorities.

(1) The Board shall appoint the chief executive officer of the Company (the “CEO”) and delegate to the CEO and other senior executives the authority over the day-to-day management of the business and affairs of Company.

(2) The Board shall as required by applicable law, and may in other circumstances, delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, the Governance Committee and the Compensation Committee. The Board shall appoint members of such committees as required by the applicable charter or mandate of the committee, including such independent members as are required by such charters or mandates or otherwise as required by applicable law. The Board may appoint other committees, as it deems appropriate, and to the extent permissible under applicable law. The Board will retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities.

Section 8 Strategic Planning Process and Risk Management.

(1) The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs.

(2) The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Compensation Committee.

-4-

Section 9 Succession Planning, Appointment and Supervision of Senior Executives.

(1) The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization.

(2) The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of Company, and shall also approve the compensation of the senior executives of Company upon recommendation of the Compensation Committee.

Section 10 Financial Reporting and Internal Controls. The Board shall review and monitor, with the assistance of the Audit Committee, the adequacy and effectiveness of the Company’s system of internal control over financial reporting, including any significant deficiencies or changes in internal control and the quality and integrity of the Company’s external financial reporting processes.

Section 11 Regulatory Filings. The Board shall approve applicable regulatory filings that require or are advisable for the Board to approve, which the Board may delegate in accordance with Section 7(2) of this mandate. These include, but are not limited to, the annual audited financial statements, interim financial statements and related management discussion and analysis accompanying such financial statements, management proxy circulars, annual information forms, offering documents and other applicable disclosure.

Section 12 Corporate Disclosure and Communications. The Board will seek to ensure that corporate disclosure of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which Company’s securities are listed. In addition, the Board shall adopt appropriate procedures designed to permit the Board to receive feedback from shareholders on material issues.

Section 13 Corporate Policies The Board shall adopt and periodically review policies and procedures designed to ensure that the Company and its Directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Company’s business ethically and with honesty and integrity.

Section 14 Review of Mandate.

(1) The Board may, from time to time, permit departures from the terms of this Board Mandate, either prospectively or retrospectively. This Board Mandate is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

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(2) The Board may review and recommend changes to this Board Mandate from time to time, and at least annually, and the Governance Committee may periodically, and at least annually, review and assess the adequacy of this Board Mandate and recommend any proposed changes to the Board for consideration.

Originally Approved by the Board:	November 14, 2017
Amended by the Board:	November 13, 2018
Amended by the Board	August 13, 2019
Last Annual Review:	August 13, 2019

-6-

EX-99.63

Exhibit 99.63

	Akumin Inc. (the “Company”) FORM OF PROXY (“PROXY”) Annual General and Special Meeting
	May 14, 2020 at 10:00 a.m. EST
Stikeman Elliott LLP, 5300 Commerce Court West 199 Bay St
	Toronto, Ontario, M5L 1B9, Canada
	(the “Meeting”)
RECORD DATE:	April 7, 2020
CONTROL NUMBER:
SEQUENCE#:
FILING DEADLINE FOR PROXY:	May 12, 2020 at 10:00 a.m. EST
VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company
	301 - 100 Adelaide Street West
	Toronto, Ontario, M5H 4H1
The undersigned hereby appoints Riadh Zine, whom failing Mohammad Saleem (the “Management Nominees”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors		FOR	WITHHOLD
a)	Thomas (Tom) Davies	☐	☐
b)	Stan Dunford	☐	☐
c)	Murray Lee	☐	☐
d)	James Webb	☐	☐
e)	Riadh Zine	☐	☐
2. Appointment of Auditor		FOR	WITHHOLD
Appointment of Ernst & Young LLP as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
3. Approval of Unallocated Options under the Option Plan		FOR	AGAINST
RESOLVED that (1) all unallocated options under the Option Plan of the Company, as amended from time to time, are hereby approved and authorized and the Company is authorized to continue granting options under the Option Plan until May 14, 2023, which is the date that is three years from the date upon which shareholder approval is being sought; and (2) any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory		☐	☐

4. Approval of Unallocated RSUs under the	FOR	AGAINST
Restricted Stock Unit Plan
RESOLVED that (1) all unallocated RSUs under the RSU Plan of the Company, as amended from time to time, are hereby approved and authorized and the Company is authorized to continue awarding RSUs under the RSU Plan until May 14, 2023, which is the date that is three years from the date upon which shareholder approval is being sought; and (2) any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolution, including the filing of all necessary documents with regulatory authorities including the Toronto Stock Exchange.	☐	☐
5. Approval of Share Consolidation	FOR	AGAINST
To consider and if deemed appropriate to pass a special resolution authorizing the board of directors of the Company in its discretion to effect, at any time before May 15, 2021, a consolidation of the issued and outstanding common shares in the capital of the Company on a basis of up to three (3) pre-consolidation shares for every one (1) post-consolidation share as more particularly set out in the accompanying information circular.	☐	☐

	This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME	Signature of registered owner(s)	Date (MM/DD/YYYY)

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a security holder of the Company.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit

www.tsxtrust.com/investorinsite

Click on, “Register Online Now” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

☐  Annual Financial Statements with MD&A

☐  Interim Financial Statements with MD&A

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

☐Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery?lang=en

Akumin Inc.

2020

www.tsxtrust.com

VANCOUVER    CALGARY    TORONTO    MONTRÉAL

EX-99.64

Exhibit 99.64

4

TSX TRUST COMPANY

VIA ELECTRONIC TRANSMISSION

April 16, 2020

TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:

RE: AKUMIN INC.

We are pleased to confirm that copies of the following proxy-related materials were mailed on April 15, 2020 to the Registered Securityholders and the Non-Objecting Beneficial Owners (“NOBO”), Auditor and Directors:

1 Proxy with Request for Financial Statements—Registered Securityholders, Auditor & Directors

2 Voting Instruction Form with Request for Financial Statements—NOBOs

3 Notice of Meeting and Management Information Circular

4 Proxy Return Envelope—Registered Securityholders & NOBOs

Yours truly,

TSX Trust Company

“Rosa Garofalo”

Senior Relationship Manager

Rosa.Garofalo@tmx.com

VANCOUVER	CALGARY	TORONTO	MONTRÉAL
650 West Georgia Street,	300-5th Avenue SW, 10th floor	301—100 Adelaide Street West	1800—1190, avenue des
Suite 2700	Calgary, AB T2P 3C4	Toronto ON M5H 4H1	Canadiens-de-Montréal, C. P. 37
Vancouver, BC V6B 4N9			Montréal (Québec) H3B 0G7
		Toll Free 1-866-600-5869
T 604 689-3334	T 403 218-2800	T 416 361-0930	T 514 395-5964

EX-99.65

Exhibit 99.65

Akumin Announces Change of Location and Format of

Annual and Special Meeting of Shareholders

April 27, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today that it will now hold its upcoming annual and special meeting of shareholders (the “Meeting”) on May 14, 2020 at 10:00 a.m. (Toronto time) in a virtual only format whereby shareholders may attend and participate in the Meeting via live audio webcast.

The Meeting was previously scheduled to be held at the offices of Stikeman Elliott LLP. Out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, Akumin will now hold its Meeting in a virtual only format, which will be conducted via live audio webcast. All shareholders, regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Corporation and management as well as other shareholders. Shareholders will no longer be able to attend the Meeting in person.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, online at https://web.lumiagm.com/293263945. Non-registered shareholders (being shareholders who hold their common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able toattend the Meeting as guests, but guests will not be able to vote at the Meeting.

How to Vote Before the Meeting

Before the Meeting, shareholders of record as of the close of business on April 7, 2020 may vote by completing the form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should carefully follow all instructions provided by their intermediaries to ensure that their common shares are voted at the Meeting. Please refer to section “Voting Information” of Akumin’s management information circular dated April 7, 2020 (the “Circular”) for additional details on how to vote by proxy before the Meeting and the matters to be voted upon.

How to Vote at the Meeting

At the Meeting, registered shareholders may vote by completing a ballot online, as further described below under “How to Attend the Virtual Only Meeting”. If you are a non-registered shareholder and wish to attend, participate or vote at the Meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below under “How to Appoint a Proxyholder”. By doing so, you are instructing your intermediary to appoint you as its proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to attend the Meeting as guests. This is because the Corporation and our transfer agent, TSX Trust Company (“TSX Trust”), do not have a record of the non-registered shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

How to Appoint a Proxyholder

The following applies to shareholders who wish to appoint a person (a “third party proxyholder”) other than the management nominees identified in the form of proxy or voting instruction form as proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxyholder and vote their common shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number that is required to vote at the Meeting and only being able to attend as a guest.

• Step 1: Submit your form of proxy or voting instruction form: To appoint a third party proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

• Step 2: Register your proxyholder: To register a third party proxyholder, shareholders must visit www.voteproxyonline.com by no later than 10:00 a.m. (Toronto time) on May 12, 2020 (the “voting deadline”) and provide TSX Trust with the required proxyholder contact information so that TSX Trust may provide the proxyholder with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

How to Attend the Virtual Only Meeting

Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed a third party proxyholder, to participate at the Meeting, ask questions and vote, all in real time. Registered shareholders and duly appointed third party proxyholders can vote at the appropriate times during the Meeting. Guests, including non-registered beneficial shareholders who have not duly appointed a third party proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

• Log in online at https://web.lumiagm.com/293263945. We recommend that you log in at least one hour before the Meeting starts

• Click “I have a control number” and then enter your control number (on your proxy form)

• Enter the password: AKU2020 (case sensitive).

OR

• Click “Guest” and then complete the online form. Guests will not be able to vote.

Registered shareholders: The control number located on the form of proxy or in the email notification you received is your control number.

Duly appointed proxyholders: TSX Trust will provide the proxyholder with a control number by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “How to Appoint a Proxyholder” above.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

United States Beneficial Owners: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting.

Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to TSX Trust. Requests for registration should be directed to:

TSX Trust Company

Attention: Proxy Department

301-100 Adelaide Street West

Toronto ON M5H 4H1;

OR

by telephone within Canada and the United States toll-free at 1-866-600-5869, and from all other countries 1- 416-342-1091;

OR

by fax at 416-595-9593;

OR

by email at tmxeinvestorservices@tmx.com.

Requests for registration must be labeled as “Legal Proxy” and be received no later than May 12, 2020 by 10:00 a.m. (Toronto time). You will receive a confirmation of your registration by email after TSX Trust receives your registration materials. You may attend the Meeting and vote your shares at https://web.lumiagm.com/293263945 during the Meeting. Please note that you are required to register your appointment at www.voteproxyonline.com.

General Proxy Matters

If you are not sure whether you are a registered shareholder or non-registered shareholder or, for additional information regarding submissions of forms of proxy and voting instructions forms before the Meeting, voting deadline, revocation of proxies and other general proxy matters, please refer to the section “Voting Information” of the Circular or contact TSX Trust:

Phone: 1-866-600-5869 (toll-free in Canada and the United States)	Fax: 416-595-9593
1- 416-342-1091 (from outside Canada and the United States)
Mail: TSX Trust Company	E-mail: tmxeinvestorservices@tmx.com

Attention: Proxy Department

301-100 Adelaide Street West

Toronto ON M5H 4H1

About Akumin

Akumin is a leading provider of outpatient diagnostic imaging services in the United States, with freestanding centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders, thereby reducing the need for unnecessary invasive procedures and contributing to lower costs and better outcomes for patients.

Our imaging procedures include magnetic resonance imaging (MRI), computerized tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward- looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White, Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

EX-99.66

Exhibit 99.66

Akumin Provides Business Update

May 13, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Corporation”) announced today its financial results and management’s discussion and analysis for the quarter-ended March 31, 2020 would be available on or before June 5, 2020 due to logistics and delays caused by the COVID-19 pandemic. The Corporation is relying upon blanket relief granted to all market participants by the securities regulatory authorities in Canada entitling them to a 45-day extension period for all filings due on or before June 1, 2020.

Until such time as the financial results and management’s discussion and analysis are filed, the Corporation’s management and insiders are subject to a trading blackout that reflects the principles contained in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. Except as described below, the Corporation confirms that there have been no material business developments since the date of its 2019 annual financial statements, management’s discussion and analysis and annual information form for the year ended December 31, 2019, copies of which are available on SEDAR at www.sedar.com.

Commenting on the business impact of COVID-19, Riadh Zine, President and Chief Executive Officer of Akumin said, “We’re proud of the response from our employees, radiologists and communities which has in part allowed us to continue to provide essential imaging services and a safe alternative to hospitals for imaging procedures during this crisis. With the support of all of our stakeholder groups, we have been able to manage our costs across our network during this period by deferring or reducing compensation and certain payments. We consolidated volume from 17 centers we temporarily closed into nearby locations that remained open and reduced operating hours at other clinics while also establishing COVID-19 designated centers in our core markets to maintain safe, essential imaging for symptomatic patients. We furloughed or laid off almost 29% of our workforce and the remainder of our employees agreed to hours reductions or to salary cuts of up to 20%. Many landlords and equipment, inventory and services providers accepted altered payment schedules during these periods when many patients are delaying their essential imaging services.”

“As a result of these efforts, we have maintained a strong cash balance as at March 31, 2020 of approximately $17 million and we have not yet needed to draw against our revolving credit facility. During April, our liquidity position was improved by receipt of $1 million under the first appropriation made by Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Additional grants may be available to us through subsequent appropriations under this program. Further, we received almost $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be repaid beginning 120 days after their receipt in April through the adjudication of Medicare claims over a future period,” Mr. Zine continued.

“As some states and local authorities begin to lift social distancing requirements and other restraints on medical operations, we have begun to see volume return in those markets. As compared to our daily average relative value unit volume during the first week of March 2020, our volume declined approximately 55% on a blended basis across the network by mid April when signs of recovery started to show.”

“With the recovery in progress and our decisive action to contain costs during the implementation of stay-at-home and similar orders across the U.S., we are confident Akumin will emerge from this crisis in a strong position, well placed for the future growth and consolidation that drives our industry.”

“Finally,” Mr. Zine finished, “I want to say thank you to all of the personnel in our clinics who have been dealing with this crisis on the front lines. In addition to adapting to a changing clinical environment, they adhered to evolving CDC protocols, monitored personal protective equipment, were subject to increased reporting requirements, and heightened decontamination procedures, all while continuing to provide essential healthcare services to our patients and ensuring Akumin was able to weather this pandemic.”

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Georgia, Delaware, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such

- 2 -

estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

- 3 -

EX-99.67

Exhibit 99.67

Akumin Reports the Results of its

Annual General and Special Meeting

May 14, 2020 – Toronto, ON – Akumin Inc. (“Akumin” or the “Corporation”) (TSX: AKU.U; AKU) held its annual general and special meeting of shareholders (the “Meeting”) today, May 14, 2020, on a virtual meeting platform. A total of 45,143,644 shares, representing approximately 64.44% of shares outstanding, were represented in person or by proxy at the meeting.

Further to TSX reporting requirements, the voting in relation to the election of directors was conducted at the Meeting and the results were as follows:

	Votes For			Votes Withheld			Not Voted
Nominee	# (%)			# (%)			#
Thomas Davies		43,450,809 (96.498	%)		1,577,047 (3.502	%)		115,788
Stan Dunford		45,024,656 (99.993	%)		3,200 (0.007	%)		115,788
Murray Lee		43,450,809 (96.498	%)		1,577,047 (3.502	%)		115,788
James Webb		43,450,809 (96.498	%)		1,577,047 (3.502	%)		115,788
Riadh Zine		45,024,156 (99.992	%)		3,700 (0.008	%)		115,788

The appointment of the auditors, as described in the Corporation’s management information circular dated April 7, 2020 (the “Circular”), was duly approved by the requisite number of votes. The shareholders also passed resolutions described in the Circular for the approval of the unallocated options and RSUs under the Corporation’s option and RSU plans, respectively, until May 14, 2023.

Finally, the shareholders passed, as a special resolution and as further described in the Circular, a motion granting the board of directors of the Corporation the authority, to be exercised in its discretion, to conduct a stock consolidation of up to 3-to-1 common shares at any time prior to May 15, 2021. Under the resolution, the board is authorized to revoke the approval at any time if the board determines in its discretion the revocation is in the best interests of the Corporation.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

EX-99.68

Exhibit 99.68

Akumin Inc.

Condensed Interim Consolidated

Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Condensed Interim Consolidated Financial Statements (Unaudited)
Condensed Interim Consolidated Balance Sheets		1
Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)		2
Condensed Interim Consolidated Statements of Changes in Equity		3
Condensed Interim Consolidated Statements of Cash Flows		4
Notes to Condensed Interim Consolidated Financial Statements		5 – 23

Akumin Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited)

(expressed in US dollars unless otherwise stated)

	March 31,			December 31,
	2020			2019
	$			$
Assets
Current assets
Cash		16,619,615			23,388,916
Accounts receivable (note 5)		91,717,158			82,867,225
Prepaid expenses and other current assets		1,211,455			3,927,949
		109,548,228			110,184,090
Security deposits and other assets		2,371,254			1,967,053
Property and equipment (note 6)		204,780,409			199,624,371
Goodwill		343,896,316			342,221,551
Intangible assets		8,703,309			9,387,169
		669,299,516			663,384,234
Liabilities
Current liabilities
Accounts payable and accrued liabilities		21,308,144			26,262,225
Leases (note 8)		10,777,159			10,940,545
Senior loans payable (note 9)		3,710,796			3,705,952
Earn-out liability (note 7)		4,205,928			7,529,962
		40,002,027			48,438,684
Leases (note 8)		133,241,007			126,159,235
Senior loans payable (note 9)		340,592,281			337,178,150
Derivative financial instruments (note 9)		5,215,883			951,702
Subordinated notes payable – earn-out (note 10)		188,395			184,485
Earn-out liability (note 7)		4,108,676			7,304,105
Deferred tax liability		2,045,984			1,571,664
		525,394,253			521,788,025
Shareholders’ equity
Common shares (note 11)		153,074,655			151,997,555
Warrants (note 11)		734,379			734,379
Contributed surplus		5,664,618			6,149,186
Deficit		(18,651,199	)		(20,188,761	)
Equity attributable to shareholders of Akumin Inc.		140,822,453			138,692,359
Non-controlling interests		3,082,810			2,903,850
		143,905,263			141,596,209
		669,299,516			663,384,234

Commitments and contingencies (note 12)

Subsequent events (note 16)

Approved by the Board of Directors

(signed) “Riadh Zine” Director (signed) “Tom Davies” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (1)

Akumin Inc.

Condensed Interim Consolidated Statements of Net Income (Loss) and

Comprehensive Income (Loss)

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-month			Three-month
	period ended			period ended
	March 31,			March 31,
	2020			2019
	$			$
Revenue
Service fees – net of allowances and discounts		70,637,401			46,955,226
Other revenue		624,672			595,962
		71,262,073			47,551,188
Expenses
Employee compensation		24,817,590			17,803,022
Reading fees		10,923,737			6,986,767
Rent and utilities		2,712,661			1,891,991
Third-party services and professional fees		6,291,258			3,552,581
Administrative		3,884,360			2,711,322
Medical supplies and other		2,556,856			1,467,205
Depreciation and amortization		8,504,138			6,130,223
Stock-based compensation		592,532			1,017,612
Interest expense		9,825,000			3,469,480
Settlement costs (recoveries)		355,588			(1,216,851	)
Acquisition-related costs		219,333			785,682
Financial instruments revaluation and other (gains) losses		(2,018,982	)		57,390
		68,664,071			44,656,424
Income before income taxes		2,598,002			2,894,764
Income tax provision		445,097			275,676
Net income and comprehensive income for the period		2,152,905			2,619,088
Non-controlling interests		615,343			449,764
Net income attributable to common shareholders		1,537,562			2,169,324
Net income per share (note 15)
Basic and diluted		0.02			0.03

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (2 ) 

Akumin Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

(expressed in US dollars unless otherwise stated)

												Non-
	Common					Contributed						controlling			Total
	shares		Warrants			surplus			Deficit			interest			equity
	$		$			$			$			$			$
Balance – December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			2,169,324			449,764			2,619,088
RSUs and Warrants exercised		694,959		(179,820	)		(100,000	)		—			—			415,139
Stock-based compensation		—		—			1,017,612			—			—			1,017,612
Payment to non-controlling interests		—		—			—			—			(373,830	)		(373,830	)
Balance – March 31, 2019		124,441,382		1,563,090			6,005,988			(24,470,849	)		2,543,134			110,082,745
Balance – December 31, 2019		151,997,555		734,379			6,149,186			(20,188,761	)		2,903,850			141,596,209
Net income and comprehensive income		—		—			—			1,537,562			615,343			2,152,905
RSUs and warrants exercised		1,077,100		—			(1,077,100	)		—			—			—
Stock-based compensation expense		—		—			592,532			—			—			592,532
Payment to non-controlling interests		—		—			—			—			(436,383	)		(436,383	)
Balance – March 31, 2020		153,074,655		734,379			5,664,618			(18,651,199	)		3,082,810			143,905,263

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (3 ) 

Akumin Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-month			Three-month
	period ended			period ended
	March 31,			March 31,
	2020			2019
	$			$
Cash flows provided by (used in)
Operating activities
Net income for the period		2,152,905			2,619,088
Adjustments for
Depreciation and amortization		8,504,138			6,130,223
Stock-based compensation		592,532			1,017,612
Interest expense accretion of debt		743,665			115,731
Deferred income tax expense		474,320			—
Financial instruments revaluation and other (gains) losses		(2,018,982	)		57,390
Changes in non-cash working capital
Accounts receivable		(8,849,933	)		(6,223,346	)
Prepaid expenses, security deposits and other assets		2,719,058			265,147
Accounts payable and accrued liabilities		(4,954,082	)		(230,884	)
		(636,379	)		3,750,961
Investing activities
Property and equipment and intangible assets		(2,556,411	)		(2,156,859	)
Business acquisitions – net of cash acquired		(3,314,525	)		69,575
		(5,870,936	)		(2,087,284	)
Financing activities
Loan proceeds		3,600,000			—
Loan repayments		(924,690	)		(90,081	)
Leases – principal payments		(2,500,913	)		(2,044,489	)
Common shares		—			415,139
Payment to non-controlling interests		(436,383	)		(373,830	)
		(261,986	)		(2,093,261	)
Decrease in cash during the period		(6,769,301	)		(429,584	)
Cash – Beginning of period		23,388,916			19,326,412
Cash – End of period		16,619,615			18,896,828
Supplementary information
Interest expense paid		9,110,606			3,346,927
Income taxes paid		6			(9,597	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (4 ) 

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

1 Presentation of condensed interim consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumin’s wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.

The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), all of which are located in the United States.

2 Basis of preparation

These condensed interim consolidated financial statements for the three months ended March 31, 2020 have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (IFRS) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2019 consolidated financial statements, except for changes to the accounting policies described in note 3.

The condensed interim consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

On June 3, 2020, the Board of Directors (the Board) authorized the condensed interim consolidated financial statements for issuance.

(5)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

3 Summary of significant accounting policies

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 consolidated financial statements, except as described below relating to the amendments to IFRS 3, IAS 1 and IAS 8 which became effective January 1, 2020.

Definition of a Business – Amendments to IFRS 3: The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits.

Definition of Material – Amendments to IAS 1 and IAS 8: The IASB has made amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors to use a consistent definition of materiality throughout IFRS and the Conceptual Framework for Financial Reporting, and clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information.

The adoption of the amendments to these standards did not have a material impact on the interim consolidated financial statements in the current or comparative periods. The Company was not required to make retrospective adjustments as a result of adopting these standards.

(6)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

4 Business combinations

i) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) has been withheld as security for indemnity obligations until July 1, 2020. This asset acquisition was considered a business combination under IFRS 3. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Current assets
Prepaid expenses		32,961
Non-current assets
Security deposits		368,601
Property and equipment		412,400
Right-of-use property and equipment		2,427,618
		3,241,580
Liabilities assumed
Non-current liabilities
Leases		2,427,618
Net assets acquired		813,962
Goodwill		1,274,764
Purchase price		2,088,726

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.7 million and income before tax of approximately $45 thousand to the Company’s consolidated results for the three months ended March 31, 2020.

(7)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

ii) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) has been withheld as security for indemnity obligations until July 1, 2020. This asset acquisition was considered a business combination under IFRS 3. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Security deposits		5,799
Property and equipment		820,000
Right-of-use property		554,830
		1,380,629
Liabilities assumed
Non-current liabilities
Leases		554,830
Net assets acquired		825,799
Goodwill		400,000
Purchase price		1,225,799

This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.3 million and income before tax of approximately $88 thousand to the Company’s consolidated results for the three months ended March 31, 2020.

5 Accounts receivable

	March 31,			December 31,
	2020			2019
	$			$
Accounts receivable		116,245,516			99,764,858
Less: Allowance for credit losses		(24,528,358	)		(16,897,633	)
		91,717,158			82,867,225

The allowance for credit losses includes a provision for credit losses expense for the three months ended March 31, 2020 of $7,630,725 (2019 – $1,956,467).

(8)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

6 Property and equipment and real estate and equipment (right-of-use assets)

Property and equipment

	Furniture												Equipment
	and			Office			Leasehold			Medical			under finance			Computer
	fixtures			equipment			improvements			equipment			leases			equipment		Total
	$			$			$			$			$			$		$
Cost
Balance – December 31, 2018		677,354			188,237			10,081,484			55,559,558			9,662,230			109,326		76,278,189
Additions		403,232			3,123			3,337,565			8,560,670			4,722,252			71,915		17,098,757
Business acquisitions		7,650			23,252			3,974,790			13,722,000			587,434			13,529		18,328,655
Disposals		—			—			—			(2,176,457	)		—			—		(2,176,457	)
Balance – December 31, 2019		1,088,236			214,612			17,393,839			75,665,771			14,971,916			194,770		109,529,144
Additions		54,072			10,500			104,292			2,459,709			2,970,188			46,149		5,644,910
Business acquisitions		—			—			—			1,232,400			—			—		1,232,400
Disposals		(9,543	)		(16,220	)		(5,963	)		(334,394	)		(333,334	)		—		(699,454	)
Balance – March 31, 2020		1,132,765			208,892			17,492,168			79,023,486			17,608,770			240,919		115,707,000
Accumulated depreciation
Balance – December 31, 2018		176,818			117,287			1,815,737			15,059,057			3,479,107			62,595		20,710,601
Depreciation		100,866			33,790			1,342,980			10,811,469			1,654,528			28,471		13,972,104
Disposals		—			—			—			(1,146,451	)		—			—		(1,146,451	)
Balance – December 31, 2019		277,684			151,077			3,158,717			24,724,075			5,133,635			91,066		33,536,254
Depreciation		33,074			9,039			414,262			3,162,118			667,017			11,913		4,297,423
Disposals		(1,541	)		(3,039	)		(398	)		(124,481	)		(203,938	)		—		(333,397	)
Balance – March 31, 2020		309,217			157,077			3,572,581			27,761,712			5,596,714			102,979		37,500,280
Net book value
December 31, 2018		500,536			70,950			8,265,747			40,500,501			6,183,123			46,731		55,567,588
December 31, 2019		810,552			63,535			14,235,122			50,941,696			9,838,281			103,704		75,992,890
March 31, 2020		823,548			51,815			13,919,587			51,261,774			12,012,056			137,940		78,206,720

(9)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

Depreciation expense for the three months ended March 31, 2020 was $4,297,423 (2019 – $2,877,374). During the three months ended March 31, 2020, the Company had net disposals of $366,057 (2019 – $98,162).

Real estate and equipment (right-of-use assets)

	Equipment			Real estate			Total
	$			$			$
Cost
Balance – December 31, 2019		4,301,981			131,363,021			135,665,002
Additions		31,288			3,880,409			3,911,697
Business acquisitions		28,137			2,954,311			2,982,448
Disposals		(136,831	)		(557,858	)		(694,689	)
Balance – March 31, 2020		4,224,575			137,639,883			141,864,458
Accumulated depreciation
Balance – December 31, 2019		1,055,984			10,977,537			12,033,521
Depreciation		335,395			3,182,047			3,517,442
Disposals		(136,831	)		(123,363	)		(260,194	)
Balance – March 31, 2020		1,254,548			14,036,221			15,290,769
Net book value
December 31, 2019		3,245,997			120,385,484			123,631,481
March 31, 2020		2,970,027			123,603,662			126,573,689

Depreciation expense for the three months ended March 31, 2020 was $3,517,442 (2019 – $2,996,495). During the three months ended March 31, 2020, the Company had net disposals of $434,495 (2019 – $nil).

7 Earn-out liability (ADG Acquisition)

	March 31,			December 31,
	2020			2019
	$			$
ADG Acquisition – earn-out		8,314,604			14,834,067
Less: Current portion of ADG Acquisition – earn-out		(4,205,928	)		(7,529,962	)
Non-current portion of ADG Acquisition – earn-out		4,108,676			7,304,105

A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC, is subject to an earn-out (the ADG Acquisition – earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

The value of the ADG Acquisition – earn-out liability has been estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition – earn-out liability as at May 31, 2019 at approximately $15 million based on a discount rate of approximately 7% and management’s estimated probability weighted range of the ADG Acquisition – earn-out

(10)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

liability (it is considered a Level 3 liability as described in note 14). The ADG Acquisition – earn-out liability was revalued at approximately $8 million as at March 31, 2020 based on a discount rate of approximately 5% and management’s estimated probability weighted range of the ADG Acquisition – earn-out liability and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at March 31, 2020, the range of estimated undiscounted ADG Acquisition – earn-out liability is between approximately $6 million and $15 million.

8 Lease liabilities

Finance

As at March 31, 2020, the Company’s finance lease liabilities were $10,972,790 (December 31, 2019 – $8,415,404). Of these obligations, the liabilities due within one year were $2,195,129. Interest expense accrued and paid during the three months ended March 31, 2020 was $129,241 (2019 – $60,263) and lease payments were $423,028 (2019 – $201,870).

Other

As at March 31, 2020, the Company’s other lease liabilities were $133,045,376 (December 31, 2019 – $128,684,376). Of these obligations, the liabilities due within one year are $8,582,030. Interest expense accrued and paid during the three months ended March 31, 2020 was $2,413,303 (2019 – $1,594,019) and lease payments were $2,077,885 (2019 – $1,842,619).

9 Senior loans payable

The May 2019 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.

May 2019 Loans

On May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1.3 million under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million. The fair value of the May 2019 Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

(11)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition and in December 2019, the Company used $3.2 million from the May 2019 Revolving Facility to finance two small acquisitions undertaken in January 2020 in Florida and Illinois (note 4). As at March 31, 2020, this credit facility had a balance of approximately, $25.7 million.

	March 31,			December 31,
	2020			2019
	$			$
Term Loan A and May 2019 Revolving Facility		91,259,000			87,824,000
Term Loan B		251,686,863			251,612,775
Less: Current portion		(3,320,000	)		(3,320,000	)
		339,625,863			336,116,775

Subject to the provisions described below, the minimum annual principal payments with respect to the May 2019 Loans (face value) are as follows.

a) Term Loan A and May 2019 Revolving Facility

	$
April 1, 2020 to December 31, 2020		495,000
2021		1,980,000
2022		3,795,000
2023		4,290,000
2024		80,699,000
		91,259,000

b) Term Loan B

	$
April 1, 2020 to December 31, 2020		1,995,000
2021		2,660,000
2022		2,660,000
2023		2,660,000
2024		254,030,000
		264,005,000

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at March 31, 2020 represented an asset to the Company of $nil.

(12)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at March 31, 2020 represented a liability to the Company of $5,215,883.

Changes in the fair value of these derivatives are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

The May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the May 2019 Credit Agreement):

• Interest

The interest rates payable on the May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the May 2019 Loans are currently classified as Eurodollar Rate Loans. The annualized interest rate paid under the May 2019 Credit Agreement as at March 31, 2020 was approximately 7.4% per annum (March 31, 2019 – nil%). With respect to interest rate sensitivity as at March 31, 2020, a 1% increase in variable interest rates would have increased interest expense for the three-month period ended March 31, 2020 by approximately $0.9 million (2019 – $nil).

• Payments

The minimum principal payment schedule for the May 2019 Loans is noted herein.

• Termination

The termination date of the May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the May 2019 Credit Agreement.

• Restrictive covenants

In addition to certain covenants, the May 2019 Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

(13)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

• Financial covenants

The May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.

The Company is in compliance with the financial covenants and has no events of default under the May 2019 Credit Agreement as at March 31, 2020.

• Events of default

In addition to the above noted financial covenants, events of default under the May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

• Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the May 2019 Loans.

Wesley Chapel Loan

As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

(14)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

	March 31,			December 31,
	2020			2019
	$			$
Wesley Chapel Loan		1,357,215			1,447,327
Less: Current portion		(390,796	)		(385,952	)
		966,419			1,061,375

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
April 1, 2020 to March 31, 2020		291,262
2021		405,698
2022		426,454
2023		296,356
		1,419,770

The Wesley Chapel Loan provides for the following terms:

• Interest

5.0%.

• Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

• Termination

August 15, 2023.

• Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

• Financial covenants

None.

• Events of default

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

(15)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

The Company has no events of default under the Wesley Chapel Loan as at March 31, 2020.

• Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

10 Subordinated notes payable – earn-out

	March 31,		December 31,
	2020		2019
	$		$
Subordinated note – earn-out		188,395		184,485

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of net income (loss) and comprehensive income (loss).

According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note – Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

(16)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 14). The Subordinated Note – Earn-out was revalued at $188,395 as at March 31, 2020 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at March 31, 2020, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

Payments and termination

Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note agreement places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note – Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note – Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note – Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note agreement as at March 31, 2020.

(17)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

11 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount		Number			Amount			Number			Amount			Number			Amount
			$					$						$						$
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443			128,160,480
Issuance (i)		6,250,000		23,437,500		—			—			—			1,559,418			6,250,000			24,996,918
RSUs and warrants exercised		1,219,653		4,813,632		(436,497	)		(569,733	)		(783,156	)		(2,932,753	)		—			1,311,146
Warrants expired		—		—		(288,015	)		(438,798	)		—			—			(288,015	)		(438,798	)
December 31, 2019		69,840,928		151,997,555		525,000			734,379			337,500			1,297,812			70,703,428			154,029,746
Issuance (i)		—		—		—			—			—			14,138			—			14,138
RSUs and warrants exercised		285,000		1,077,100		—			—			(285,000	)		(1,077,100	)		—			—
March 31, 2020		70,125,928		153,074,655		525,000			734,379			52,500			234,850			70,703,428			154,043,884

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed interim consolidated financial statements.

(18)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

a) During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

i) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019.

ii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019.

b) During the three months ended March 31, 2020, the following equity issuances occurred at the Company:

i) As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding.

The stock-based compensation related to RSUs, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three months ended March 31, 2020 was $14,138 (2019 – $469,807).

The stock-based compensation related to stock options, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three months ended March 31, 2020, was $578,394 (2019 – $547,806).

12 Commitments and contingencies

The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

During Q1 2020 a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.

(19)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential reduction in revenue and income and asset impairments.

13 Segmented financial information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

14 Risk management arising from financial instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:

	March 31,		December 31,
	2020		2019
	$		$
May 2019 loans payable		371,859,800		360,596,500
Wesley Chapel Loan payable		1,410,700		1,483,830
Subordinated notes – earn-out		188,395		184,485
ADG Acquisition – earn-out		8,314,604		14,834,067
Derivative financial instruments		5,215,883		951,105
		386,989,382		378,049,987

(20)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

Financial instruments recorded at fair value on the condensed interim consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The May 2019 Loans, Wesley Chapel Loan, Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out and ADG Acquisition – Earn-out are subsequently remeasured at fair value under the Level 3 category.

There were no transfers between levels during the three months ended March 31, 2020 and the twelve months ended December 31, 2019.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	March 31,		December 31,
	2020		2019
	$		$
Cash		16,619,615		23,388,916
Accounts receivable		91,717,158		82,867,225
Financial assets measured at amortized cost		108,336,773		106,256,141
Accounts payable and accrued liabilities		21,308,144		26,262,225
Short-term portion of senior loans payable		3,710,796		3,705,952
Short-term portion of leases		10,777,159		10,940,545
Long-term portion of senior loans payable		340,592,281		337,178,150
Long-term portion of leases		133,241,007		126,159,235
Financial liabilities measured at amortized cost		509,629,387		504,246,107
Subordinated notes – earn-out		188,395		184,485
ADG Acquisition – earn-out		8,314,604		14,834,067
Derivative financial instruments		5,215,883		951,105
Measured at fair value through profit or loss		13,718,882		15,969,657

(21)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

March 31, 2020

(expressed in US dollars unless otherwise stated)

15 Basic and diluted income per share

	Three - month		Three - month
	period ended		period ended
	March 31,		March 31,
	2020		2019
	$		$
Net income attributable to common shareholders		1,537,562		2,169,324
Weighted average common shares outstanding
Basic		69,903,565		62,422,856
Diluted		71,649,321		64,240,457
Income per share
Basic and diluted		0.02		0.03

16 Subsequent events

i) As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 10,000 of these RSUs were settled for common shares on April 22, 2020 in accordance with the terms of the RSU Plan.

ii) During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020.

iii) During April 2020, the Company received approximately $1 million under the first appropriation made by Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Additional grants may be available to the Company through subsequent appropriations under this program. Further, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be repaid beginning 120 days after their receipt in April through the adjudication of Medicare claims over a future period.

iv) The credit agreement related to the May 2019 Loans was amended on June 2, 2020. Pursuant to this amendment, Akumin’s revolving credit facility has been increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million will require consent of lenders holding two-thirds of the outstanding principal of Term Loan B facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities.    As at the time of the amendment, the Company had approximately $28.4 million drawn on its revolving credit facility.

In addition, among other things, the amendment will adjust Akumin’s leverage and fixed charge ratios for the next four quarters providing the Company with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B facility, an additional payment equal to 2% of the amount prepaid will need to be paid at the time of prepayment within the next 12 months and equal to 1% of the amount prepaid within the subsequent 12 months.

(22)

EX-99.69

Exhibit 99.69

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

For the three-month periods ended March 31, 2020 and 2019

June 3, 2020

AKUMIN INC | Management’s Discussion and Analysis | Q1 2020   1

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
NON-IFRS MEASURES	3
FORWARD-LOOKING STATEMENTS	3
OVERVIEW	5
SUMMARY OF FACTORS AFFECTING OUR PERFORMANCE	5
Number of Clinics	5
Competition	6
Industry Trends	6
HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS	6
IFRS Measures	6
Non-IFRS Measures	7
FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS	7
Acquisition Activity	7
Newly Adopted Accounting Standards	8
Segments	8
RECENT DEVELOPMENTS	8
Acquisition-Related Activity	8
Tuck-in Acquisitions	8
COVID-19	8
Exercise of Certain RSUs	9
Subsequent Events	9
RESULTS OF OPERATIONS	10
SELECTED CONSOLIDATED STATEMENTS OF BALANCE SHEET INFORMATION	12
SELECTED FINANCIAL INFORMATION	13
LIQUIDITY AND CAPITAL RESOURCES	14
General	14
Lending Arrangements and Debt	15
FINANCIAL INSTRUMENTS	16
OFF-BALANCE SHEET ARRANGEMENTS	17
SHARE INFORMATION	17
RELATED PARTY TRANSACTIONS	17
CRITICAL ACCOUNTING ESTIMATES	17
Accounts Receivable and Allowance for Credit Losses	18
Impairment of Goodwill and Long-Lived Assets	18
Income Taxes	18
Business Combinations	18
Contractual Allowances	19
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING	19
RISK FACTORS	19
ADDITIONAL INFORMATION	19

AKUMIN INC | Management’s Discussion and Analysis | Q1 2020   2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated June 3, 2020 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our condensed consolidated interim financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   3

• expected performance and cash flows;

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in our industry;

• our ability to service existing debt;

• our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete our acquisitions;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

• market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

• no unforeseen changes in the prices for our services in markets where prices are regulated;

• no unforeseen changes in the regulatory environment for our services;

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   4

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of outpatient diagnostic imaging services in the United States, with freestanding centers located across Florida, Pennsylvania, Delaware, Texas, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at Mar 31, 2020		As at Dec 31, 2019		As at Dec 31, 2018		As at Dec 31, 2017
Number of Diagnostic Imaging Facilities		130		129		96		74

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   5

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

• Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies, other payors, and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

• Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   6

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

(in thousands)	Three-month period ended Mar 31, 2020			Three-month period ended Mar 31, 2019
Net income attributable to shareholders of Akumin		1,537			2,169
Income tax provision		445			276
Depreciation and amortization		8,504			6,130
Interest expense		9,825			3,469
EBITDA		20,311			12,044
Adjustments:
Stock-based compensation		593			1,018
Settlement costs (recoveries)		356			(1,217	)
Acquisition-related costs		219			786
Financial instruments revaluation and other (gains) losses		(2,019	)		57
IFRS 16 impact on rent		(4,492	)		(3,437	)
Adjusted EBITDA		14,968			9,251
Revenue		71,262			47,551
Adjusted EBITDA Margin		21	%		19	%
Adjusted EBITDA		14,968			9,251
Less:
Depreciation and amortization		8,504			6,130
Interest expense		9,825			3,469
Add:
IFRS 16 impact on depreciation and interest expense		5,931			4,591
Sub-total		2,570			4,243
Effective tax rate (1)		24.1	%		24.3	%
Tax effect		620			1,029
Adjusted net income attributable to shareholders of Akumin		1,950			3,214

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   7

Newly Adopted Accounting Standards

Our condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 consolidated financial statements, except as described in Note 3 of the condensed interim consolidated financial statements relating to the amendments to IFRS 3 and IAS 1 and IAS 8 which became effective January 1, 2020. The adoption of the amendments to these standards did not have a material impact on the condensed interim consolidated financial statements in the current or comparative periods. The Company was not required to make retrospective adjustments as a result of adopting these standards.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the three-month period ended March 31, 2020, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 31, 2020 for the year ended December 31, 2019, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Tuck-in Acquisitions

On January 1, 2020, the Company acquired, through a subsidiary, in two separate transactions, a single outpatient diagnostic imaging center in Coral Springs, Florida and a single outpatient diagnostic imaging center in Crystal Lake, Illinois, for aggregate cash consideration of approximately $3.3 million (the “2020 Acquisitions”). Both acquisitions were opportunities for the Company to increase its presence in their respective markets.

COVID-19

During Q1 2020 a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   8

safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential reduction in revenue and income and asset impairments.

Exercise of Certain RSUs

As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan, resulting in 52,500 vested RSUs outstanding as at March 31, 2020.

Subsequent Events

a) 10,000 of the Company’s vested RSUs settled for common shares on April 22, 2020 in accordance with the terms of the RSU Plan.

b) During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020.

c) During April 2020, the Company received approximately $1 million under the first appropriation made by Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Additional grants may be available to the Company through subsequent appropriations under this program. Further, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be repaid beginning 120 days after their receipt in April through the adjudication of Medicare claims over a future period.

d) The credit agreement related to the May 2019 Loans was amended on June 2, 2020. Pursuant to this amendment, Akumin’s revolving credit facility has been increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million will require consent of lenders holding two-thirds of the outstanding principal of Term Loan B facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities. As at the time of the amendment, the Company had approximately $28.4 million drawn on its revolving credit facility.

In addition, among other things, the amendment will adjust Akumin’s leverage and fixed charge ratios for the next four quarters providing the Company with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B facility, an additional payment equal to 2% of the amount prepaid will need to be paid at the time of prepayment within the next 12 months and equal to 1% of the amount prepaid within the subsequent 12 months.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   9

Results of Operations

(i) Three-month period ended March 31, 2020 compared to three-month period ended March 31, 2019

The following tables summarize our results of operations for the three-month period ended March 31, 2020 compared to the three-month period ended March 31, 2019.

(in thousands)	Three-month period ended Mar 31, 2020			Three-month period ended Mar 31, 2019
Service fees – net of allowances and discounts		70,637			46,955
Other revenue		625			596
Revenue		71,262			47,551
Employee compensation		24,818			17,803
Reading fees		10,924			6,987
Rent and utilities		2,713			1,892
Third party services and professional fees		6,291			3,553
Administrative		3,884			2,711
Medical supplies and other expenses		2,557			1,467
Depreciation and amortization		8,504			6,130
Stock-based compensation		593			1,018
Interest expense		9,825			3,469
Settlement costs (recoveries)		356			(1,217	)
Acquisition related costs		219			786
Financial instruments revaluation and other (gains) losses		(2,019	)		57
Income before income taxes		2,597			2.895
Income tax provision		445			276
Non-controlling interests		615			450
Net income attributable to shareholders of Akumin		1,537			2,169
	Three-month period			Three-month period
Adjusted EBITDA	ended			ended
(in thousands)	Mar 31, 2020			Mar 31, 2019
Revenue		71,262			47,551
Less:
Employee compensation		24,818			17,803
Reading fees		10,924			6,987
Rent and utilities		2,713			1,892
Third party services and professional fees		6,291			3,553
Administrative		3,884			2,711
Medical supplies and other expenses		2,557			1,467
IFRS 16 impact on leases		4,492			3,437
Sub-total		55,679			37,850
Non-controlling interests		615			450
Adjusted EBITDA		14,968			9,251
Adjusted EBITDA Margin		21	%		19	%

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   10

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended March 31, 2020 were 1,525 (in thousands) compared to 1,066 in the three-month period ended March 31, 2019. In fiscal 2019, the Company completed an acquisition in Davie, Florida effective April 1, 2019, the acquisition of Advanced Diagnostic Group and its related entities effective May 31, 2019, an acquisition in Deltona, Florida effective May 31, 2019, an acquisition in El Paso, Texas effective August 16, 2019 and an acquisition in West Palm Beach, Florida effective October 4, 2019 (collectively, the “2019 Acquisitions”). The Company completed the 2020 Acquisitions effective January 1, 2020. Excluding the 2019 Acquisitions and the 2020 Acquisitions, on a same-center basis, RVUs were 1,052 in the three-month period ended March 31, 2020 compared to 1,061 in the three-month period ended March 31, 2019, which represents a decrease of approximately 1%. Excluding March 2020, which was impacted by the COVID-19 pandemic, RVUs on a same-center basis for the two-month period ended February 2020 increased by approximately 7% compared to the two-month period ended February 2019.

Revenue was $71,262 and $47,551 for the three-month periods ended March 31, 2020 and 2019, respectively. The variance is mainly due to the 2019 Acquisitions and 2020 Acquisitions. In the three-month period ended March 31, 2020, approximately 32% of service fee revenue was earned from auto/attorney payors, compared to approximately 14% in the three-month period ended March 31, 2019.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 37% to 35% in the three-month period ended March 31, 2020 compared to the three-month period ended March 31, 2019. This decrease is mainly attributable to the 2019 and 2020 Acquisitions.

Reading fees. For the three-month period ended March 31, 2020 compared to the three-month period ended March 31, 2019, reading fees, as a percentage of revenue, remained consistent at 15%.

Rent and utilities. For the three-month period ended March 31, 2020 compared to the three-month period ended March 31, 2019, rent and utilities remained consistent at 4% of revenue. Excluding the impact of IFRS 16, rent and utilities was 10% of revenue in the three-month periods ended March 31, 2020 and March 31, 2019.

Third party services and professional fees. For the three-month period ended March 31, 2020, third party services and professional fees as a percentage of revenue were 9%, compared to 7% in the three-month period ended March 31, 2019. This increase is mainly attributable to the 2019 and 2020 Acquisitions.

Administrative expenses and medical supplies and other expenses. For the three-month period ended March 31, 2020 compared to the three-month period ended March 31, 2019, administrative expenses and medical supplies and other expenses remained consistent to 9% of revenue. Excluding the impact of IFRS 16, the administrative expenses and medical supplies were 10% of revenue in the three-month periods ended March 31, 2020 and March 31, 2019.

Adjusted EBITDA. Adjusted EBITDA for the three-month period ended March 31, 2020 was $14,968 compared to $9,251 for the three-month period ended March 31, 2019. The variance is mainly attributable the 2019 Acquisitions, and the 2020 Acquisitions, partly offset by the negative impact of COVID-19 during March 2020. Adjusted EBITDA Margin for the three-month period ended March 31, 2020 was 21% compared to 19% for the three-month period ended March 31, 2019. The higher margin was mainly due to the 2019 Acquisitions and 2020 Acquisitions.

Net income attributable to shareholders of Akumin. The net income attributable to shareholders of Akumin was $1,537 (2% of revenue) for the three-month period ended March 31, 2020 and net income for the three-month period ended March 31, 2019 was $2,169 (5% of revenue). This decrease in net income is mainly due to disruption to volume due to COVID-19, partly offset by timing of the above noted 2019 Acquisitions and 2020 Acquisitions.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   11

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position	As at		As at
(in thousands)	Mar 31, 2020		Dec 31, 2019
Cash		16,620		23,389
Total assets		669,300		663,384
Less: Right of use assets		126,574		123,631
Total assets, excluding right of use assets		542,726		539,753
Total debt (1)		493,725		479,120
Less: Other lease liabilities		133,045		128,684
Total debt, excluding other lease liabilities		360,680		350,436
Non-controlling interests		3,083		2,904
Shareholders’ equity		140,822		138,692

(1) Total debt consists of borrowing under the credit facility, subordinated debt, subordinated debt-earn-out, Wesley Chapel Loan and lease liabilities (including finance leases and other leases), including both the current and non-current portions.

Cash was $16,620 as at March 31, 2020, a decrease of $6,769, as compared to $23,389 as at December 31, 2019. The decrease in cash during the three-month period ended March 31, 2020 was due to $636 used in operating activities, $5,871 used in investing activities and $262 used in financing activities.

Accounts receivable were $91,717 as at March 31, 2020, an increase of $8,850, as compared to $82,867 as at December 31, 2019. This increase is mainly due to seasonally lower cash collections, 2020 Acquisitions and impact of COVID-19 during the three-month period ended March 31, 2020.

As at March 31, 2020, assuming pre-COVID-19 revenue levels, the Company’s days of sales outstanding (“DSO”) were approximately 108 days (approximately 98 days at December 31, 2019). Excluding attorney/auto payors, DSO were approximately 74 days (approximately 66 days at December 31, 2019). The increase in DSO is mainly due to seasonally lower collections, disruption from billing integration of recent acquisitions, 2020 Acquisitions and impact of COVID-19 in the quarter as well as higher accounts receivable from attorney/auto payors with a longer collection cycle.

Property and equipment was $204,780 as at March 31, 2020, an increase of $5,156, as compared to $199,624 as at December 31, 2019. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for the 2020 Acquisitions (collectively, $4,215), additions to right of use assets ($3,912), and capital expenditures ($5,645) partly offset by depreciation ($7,815) and net disposals ($801).

Intangible assets were $8,703 as at March 31, 2020, a decrease of $684, as compared to $9,387 as at December 31, 2019. This decrease is mainly due to amortization recorded in the period.

Goodwill was $343,896 as at March 31, 2020, an increase of $1,674 of as compared to $342,222 as at December 31, 2019. This increase is attributable to goodwill recognized from the 2020 Acquisitions.

Total debt (excluding other lease liabilities) was $360,680 as at March 31, 2020, an increase of $10,244 as compared to $350,436 as at December 31, 2019. This increase is attributable to increases in the May 2019 Loans ($3,600), non-cash interest accretion ($744), loss on revaluation of derivative financial instruments liability ($4,264), loss on revaluation of Subordinated Note – Earn-out ($4) and increase in finance lease liabilities ($2,557), partly offset by loan repayments ($925).

The Company’s shareholders’ equity was $140,822 as at March 31, 2020, an increase of $2,130 as compared to $138,692 as at December 31, 2019. This increase is due to stock-based compensation of $593 and net income of $1,537 earned by the Company during the three-months ended March 31, 2020.

Non-controlling interests were $3,083 as at March 31, 2020, an increase of $179, as compared to $2,904 as at December 31, 2019. The non-controlling interests are associated with the Texas Acquisition. In the three-month period ended March 31, 2020 net income attributable to the non-controlling interests was $615, partly offset by distributions of $436.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   12

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
(in thousands, except EPS) (1)	2020			2019			2019			2019			2019			2018			2018			2018
RVUs		1,525			1,583			1,435			1,163			1,066			1,020			850			756
Revenue		71,262			77,026			68,874			53,985			47,551			45,452			39,131			36,774
Adjusted EBITDA		14,968			20,231			18,039			12,290			9,251			9,200			8,285			8,260
Adjusted EBITDA Margin		21	%		26	%		26	%		23	%		19	%		20	%		21	%		22	%
Depreciation and amortization		8,504			7,364			8,142			6,635			6,130			3,003			2,577			2,164
IFRS 16 impact on depreciation		3,517			2,797			3,442			3,110			2,996			—			—			—
Depreciation and amortization excluding IFRS 16 impact		4,987			4,567			4,700			3,525			3,134			3,003			2,577			2,164
Interest expense		9,825			10,576			9,591			5,300			3,469			1,778			1,482			1,379
IFRS 16 impact on interest expense		2,413			3,068			1,928			1,683			1,594			—			—			—
Interest expense excluding IFRS 16 impact		7,412			7,508			7,663			3,617			1,875			1,778			1,482			1,379
Net income (loss) attributable to shareholders of Akumin		1,537			3,255			1,988			(961	)		2,169			2,210			195			1,436
EPS – Basic		0.02			0.05			0.03			(0.01	)		0.03			0.04			0.00			0.02
EPS – Diluted		0.02			0.05			0.03			(0.01	)		0.03			0.04			0.00			0.02
Effective tax rate (2)		24.1	%		24.3	%		24.3	%		24.3	%		24.3	%		24.7	%		24.7	%		24.7	%
Adjusted net income (loss) attributable to shareholders of Akumin		1,950			6,178			4,300			3,900			3,214			3,328			3,183			3,552
Adjusted EPS – Basic (3)		0.03			0.09			0.06			0.06			0.05			0.05			0.05			0.06
Adjusted EPS – Diluted (3)		0.03			0.09			0.06			0.06			0.05			0.05			0.05			0.06
Cash		16,620			23,389			17,476			22,018			18,897			19,326			20,370			19,814
Total assets		669,300			663,384			636,561			616,082			353,111			240,778			220,782			189,330
Right of use assets		126,574			123,631			122,622			122,275			107,906			—			—			—
Total assets, excluding right of use assets		542,726			539,753			513,939			493,807			245,205			240,778			220,782			189,330
Total debt		493,725			479,120			454,240			438,258			226,395			117,507			103,620			76,015
Other lease liabilities (4)		133,045			128,684			126,226			124,586			109,060			—			—			—
Total debt, excluding other lease liabilities		360,680			350,436			328,014			313,672			117,335			117,507			103,620			76,015
Non-controlling interests		3,083			2,904			2,766			2,632			2,543			2,467			2,549			2,474
Shareholders’ equity		140,822			138,692			134,688			131,847			107,540			103,938			100,491			98,595
Capital (5)		484,882			465,739			445,226			423,500			205,978			202,119			183,741			154,796

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(3) Adjusted EPS means Adjusted net income (loss) attributable to shareholders of Akumin divided by Akumin’s weighted average common shares outstanding for the period (basic or diluted).

(4) Other lease liabilities include leases other than finance leases.

(5) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   13

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected non-IFRS financial information on a last twelve-month (“LTM”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, the 2020 Acquisitions are included only from and after January 1, 2020. Similarly, the 2019 Acquisitions occurred at various times during 2019. As a result, the LTM period ended March 31, 2020 does not contain a full twelve months contribution from all of these acquisitions. The LTM period ended March 31, 2020 was impacted by COVID-19 during March 2020. The Company monitors the following information to measure its overall financial performance.

				Year ended			Year ended
(in thousands, except EPS)	LTM Q1 2020			Dec 31, 2019			Dec 31, 2018
RVUs		5,706			5,247			3,291
Revenue		271,147			247,436			154,782
Adjusted EBITDA		65,528			59,813			31,775
Adjusted EBITDA Margin		24	%		24	%		21	%
Adjusted EPS—Diluted (1)		0.24			0.26			0.20
Adjusted Return on Capital (“ROC”) (2)		10	%		10	%		10	%
Adjusted Return on Equity (“ROE”) (3)		13	%		15	%		13	%

(1) Adjusted EPS – Diluted (LTM) is calculated as the sum of the last four quarters’ Adjusted EPS—Diluted.

(2) Adjusted ROC is defined as LTM Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such issuances are noted in the Company’s condensed interim consolidated financial statements for the three-month period ended March 31, 2020.

As at March 31, 2020, the Company had cash of $16,620.

As at March 31, 2020, the Company had $360,680 of senior loans payable, derivative financial instruments liability, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of March 31, 2020, $5,906 of these liabilities are due within one year.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   14

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

As at March 31, 2020, we had other lease liabilities of $133,045, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of March 31, 2020, $8,582 of these liabilities are due within one year. As at March 31, 2020, the Company had finance lease liabilities of $10,973. As of March 31, 2020, $2,195 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

May 2019 Loans

On May 31, 2019 the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (“Term Loan A”, “Term Loan B” and collectively, “Term Loans”) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, of which $3,300 was utilized as at May 31, 2019 (the “May 2019 Revolving Facility”, and together with the Term Loans, the “May 2019 Loans”). $16,000 of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1,300 under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance an acquisition near West Palm Beach, Florida. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used to refinance the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance acquisitions completed in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300, net of debt issuance costs of approximately $14.8 million. In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance an acquisition in El Paso, Texas and in December 2019, the Company used $3.2 million from the May 2019 Revolving Facility to finance two small acquisitions undertaken in January 2020 in Florida and Illinois. As at March 31, 2020, this credit facility had a balance of approximately, $25.7 million. Recent amendments to the May 2019 Loans are noted above under “Subsequent Events”.

Wesley Chapel Loan

The Company, through a subsidiary, has a purchase money secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of March 31, 2020, the face value of the Wesley Chapel Loan was $1,420 (amortized cost of $1,357).

Subordinated Note Payable – Earn-out

As part of an acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   15

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note - Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note—Earn-out was revalued at $188 as at March 31, 2020 and the change in fair value was recognized in the condensed interim consolidated statement of net income (loss) and comprehensive income (loss).

ADG Acquisition – Earn-out

A portion of the purchase price payable in respect of the Company’s acquisition of its Georgia business on May 31, 2019, is subject to an earn-out (the “ADG Acquisition Earn-out”) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

Management estimated the fair value of the ADG Acquisition Earn-out liability as at May 31, 2019 at approximately $15 million. The ADG Acquisition Earn-out liability was revalued at approximately $8 million as at March 31, 2020 and the change in fair value was recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities, May 2019 Loans, Wesley Chapel Loan, Subordinated Note – Earn-out, ADG Acquisition Earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the May 2019 Loans, Wesley Chapel Loan, Subordinated Note – Earn-out, ADG Acquisition Earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the normalized expected market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

In addition, effective July 31, 2019, the Company entered into a further derivative financial instrument, an interest rate collar contract (which was most recently amended in February 2020), with a financial institution in order to mitigate interest rate risk under the May 2019 Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum and (ii) a floor rate of 1.1475% (LIBOR) per annum.

Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, May 2019 Loans and Wesley Chapel Loan. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out and ADG Acquisition Earn-out, as financial liabilities at fair value through profit or loss.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   16

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. Refer to note 17 of our December 31, 2019 consolidated financial statements for further discussion regarding risk management arising from financial instruments. There have been no significant changes to those risks impacting the Company since December 31, 2019, nor has there been a significant change in the composition of its financial instruments since December 31, 2019.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of approximately $181 as at March 31, 2020.

Share Information

As of the date of this MD&A, we have 70,135,928 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 5,767,120 common shares, or approximately 8.22% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

In addition, if all of the restricted share units (“RSUs”) that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, we would be required to issue up to an additional 42,500 common shares, or approximately 0.06% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s consolidated financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   17

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at net realizable value and subsequently measured at amortized cost less loss allowances. During the three-month period ended March 31, 2020, the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   18

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and other payors for such services.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 31, 2020 for its fiscal year ended December 31, 2019, which is available on SEDAR at www.sedar.com.

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols “AKU.U” and “AKU”.

AKUMIN INC    | Management’s Discussion and Analysis | Q1 2020   19

EX-99.70

Exhibit 99.70

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mohammad Saleem, Chief Financial Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended March 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: June 3, 2020

(signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.71

Exhibit 99.71

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended March 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: June 3, 2020

(signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.72

Exhibit 99.72

Akumin Inc. Announces First Quarter 2020 Financial Results and Amendment to Credit Facility

June 3, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today its financial results for the quarter ended March 31, 2020 (“Q1 Fiscal 2020”) and an amendment to its existing credit agreement effective June 2, 2020.

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Mar. 31, 2020		3-month period ended Mar. 31, 2019
RVUs		1,525		1,066
Revenue		71,262		47,551
EBITDA (1)		20,311		12,044
Adjusted EBITDA (1)		14,968		9,251
EPS –Diluted		0.02		0.03
Adjusted EPS – Diluted (1)		0.03		0.05

(1) See “Non-IFRS Measures” below.

Commenting on the Q1 Fiscal 2020 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “During the quarter ending March 31, 2020 we generated revenue of $71.3 million and Adjusted EBITDA of $15.0 million.

“Akumin’s volume in Q1 Fiscal 2020 was approximately 1,525,000 RVUs, compared to approximately 1,066,000 RVUs in Q1 Fiscal 2019, an increase of 43%. On an organic volume basis, RVUs decreased by 1% compared to the same prior period, however excluding March which was impacted by the COVID-19 pandemic, RVUs increased by 7%,” Mr. Zine continued. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

“As states and local authorities have begun to lift social distancing requirements and other restraints affecting our referral network,” added Mr. Zine, “we have seen some volume return in those markets. Compared to the first week of March 2020, our daily average volume is recovering from a low point of an approximate 55% decline in mid-April 2020 to an estimated 25% decline by late-May 2020. This rebound demonstrates the resiliency of the Akumin platform providing an essential healthcare service. Although we expect the reduction in volume caused by the COVID-19 pandemic to impact our Q2 revenue, such revenue reduction should be partly offset by our cost containment initiatives.

“In addition, we finished the quarter with $16.6 million cash-on-hand and we have not needed to draw on our revolving credit facility for working capital purposes since the COVID-19 pandemic began. Our amended credit facility will add greater flexibility and liquidity.”

Credit Agreement Amendment

Pursuant to the amendment to its senior secured credit facility, Akumin’s revolving credit facility has been increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million will require consent of lenders holding two-thirds of the outstanding principal of Term Loan B facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities. As at the time of the amendment, the Corporation had approximately $28.4 million drawn on its revolving credit facility.

In addition, the amendment will, among other things, adjust Akumin’s leverage and fixed charge ratios for the next four quarters providing the Corporation with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B facility, an additional payment equal to 2% of the amount prepaid will need to be paid at the time of prepayment within the next 12 months and equal to 1% of the amount prepaid within the subsequent 12 months.

First Quarter Fiscal 2020 Financial Results Call

Akumin would like to invite interested parties to the Corporation’s First Quarter Fiscal 2020 Financial Results Call, to be held on June 4, 2020 from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. A related presentation will be available for download on Akumin’s website (www.akumin.com) and at https://akum.in/AkuminFirstQuarter2020Results. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Thursday, June 11, 2020 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 9891317.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Q1 Fiscal 2020 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release refers to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized

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meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted net income (loss) attributable to shareholders of Akumin” and “Adjusted EPS – Diluted”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated June 3, 2020 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such

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forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

<Financial tables follow.>

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Selected Consolidated Financial Information

	Three-month period ended			Three-month period ended
(in thousands)	Mar 31, 2020			Mar 31, 2019
Service fees – net of allowances and discounts		70,637			46,955
Other revenue		625			596
Revenue		71,262			47,551
Employee compensation		24,818			17,803
Reading fees		10,924			6,987
Rent and utilities		2,713			1,892
Third party services and professional fees		6,291			3,553
Administrative		3,884			2,711
Medical supplies and other expenses		2,557			1,467
Depreciation and amortization		8,504			6,130
Stock-based compensation		593			1,018
Interest expense		9,825			3,469
Settlement costs (recoveries)		356			(1,217	)
Acquisition related costs		219			786
Financial instruments revaluation and other (gains) losses		(2,019	)		57
Income before income taxes		2,597			2,895
Income tax provision		445			276
Non-controlling interests		615			450
Net income attributable to shareholders of Akumin		1,537			2,169
	Three-month period			Three-month period
Adjusted EBITDA	ended			ended
(in thousands)	Mar 31, 2020			Mar 31, 2019
Revenue		71,262			47,551
Less:
Employee compensation		24,818			17,803
Reading fees		10,924			6,987
Rent and utilities		2,713			1,892
Third party services and professional fees		6,291			3,553
Administrative		3,884			2,711
Medical supplies and other expenses		2,557			1,467
IFRS 16 impact on leases		4,492			3,437
Sub-total		55,679			37,850
Non-controlling interests		615			450
Adjusted EBITDA		14,968			9,251
Adjusted EBITDA Margin		21	%		19	%

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Reconciliation of Non-IFRS Measures

	Three-month period ended			Three-month period ended
(in thousands)	Mar 31, 2020			Mar 31, 2019
Net income attributable		1,537			2,169
to shareholders of Akumin
Income tax provision		445			276
Depreciation and amortization		8,504			6,130
Interest expense		9,825			3,469
EBITDA		20,311			12,044
Adjustments:
Stock-based compensation		593			1,018
Settlement costs (recoveries)		356			(1,217	)
Acquisition-related costs		219			786
Financial instruments revaluation and other (gains) losses		(2,019	)		57
IFRS 16 impact on rent		(4,492	)		(3,437	)
Adjusted EBITDA		14,968			9,251
Revenue		71,262			47,551
Adjusted EBITDA Margin		21	%		19	%
Adjusted EBITDA		14,968			9,251
Less:
Depreciation and amortization		8,504			6,130
Interest expense		9,825			3,469
Add:
IFRS 16 impact on depreciation and interest expense		5,931			4,591
Sub-total		2,570			4,243
Effective tax rate (1)		24.1	%		24.3	%
Tax effect		620			1,029
Adjusted net income attributable to shareholders of Akumin		1,950			3,214

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

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EX-99.73

Exhibit 99.73

Execution Version

FOURTH AMENDMENT TO LOAN DOCUMENTS

This FOURTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of June 2, 2020, is entered into by and among AKUMIN INC., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), BBVA USA, an Alabama banking corporation f/k/a Compass Bank, in its capacity as a Swing Line Lender, an L/C Issuer and Administrative Agent (the “Administrative Agent”), and the Lenders (defined below) party hereto.

RECITALS

WHEREAS, the Borrower, Holdings, the Administrative Agent and certain banks and other financial institutions (the “Existing Lenders”) are parties to that certain Credit Agreement, dated as of August 15, 2018 (as amended by that certain First Amendment to Loan Documents dated as of May 31, 2019, that certain Second Amendment to Loan Documents dated as of August 8, 2019, that certain Third Amendment to Loan Documents dated as of September 25, 2019, and as further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement prior to giving effect to this Amendment being referred to as the “Existing Credit Agreement”), pursuant to which the Existing Lenders have extended revolving credit facilities and term loan facilities to the Borrowers; and

WHEREAS, the Loan Parties have requested that the Existing Lenders and the other financial institutions providing any portion of the Revolver Increase (as defined below), if any (collectively, the Existing Lenders and such additional financial institutions, if any, the “Lenders”) agree to amend certain provisions of the Existing Credit Agreement, as more particularly set forth below, and the Lenders party to this Amendment (after giving effect to the Facility Adjustments (defined below)) are willing to effect such amendments, as provided in, and on the terms and conditions contained in, this Amendment;

WHEREAS, the Loan Parties have also requested that the Existing Credit Agreement be amended to provide for an increase of the aggregate Revolving Credit Commitments from $50,000,000 to $69,000,000 (the “Revolver Increase”), and the Lenders party hereto (including each Lender providing any portion of the Revolver Increase) are willing to amend the Credit Agreement to provide for the Revolver Increase as provided in, and on the terms and conditions contained in, this Amendment and in the Credit Agreement;

WHEREAS, the Lenders party hereto are willing to consent to the requested amendments to the Existing Credit Agreement, and the Revolver Increase and the related Facility Adjustments, all as provided in, and on the terms and conditions contained in, this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree, as applicable, as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement.

2. Amendments to Existing Credit Agreement. Subject to the terms and conditions hereof and in accordance with Section 10.01 of the Existing Credit Agreement:

(a) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended pages to the Existing Credit Agreement attached hereto as Annex I; and

(b) solely with respect to the Revolving Credit Facility (including the Revolving Credit Commitments and the Applicable Percentage with respect to the Revolving Credit Facility), the Schedule 2.01 to the Existing Credit Agreement is replaced with the revised Schedule 2.01 attached as Annex II to this Amendment (and after the Fourth Amendment Effective Date (as defined in the Credit Agreement), any references in the Credit Agreement to Schedule 2.01 with respect to the Revolving Credit Facility as of any particular date shall be deemed to mean Schedule 2.01 as of the Fourth Amendment Effective Date).

(c) A new Schedule 6.33 is added to the Credit Agreement and is attached as Annex III to this Amendment

3. Facility Adjustments.

(a) Upon the Fourth Amendment Effective Date (defined below), the Revolving Credit Commitments shall be increased by the Revolver Increase and such increased amount of Revolving Credit Commitments shall be made available by the applicable Lenders so that, after giving effect thereto, the aggregate amount of the Revolving Credit Commitments of each applicable Lender shall be as set forth on Schedule 2.01 to the Credit Agreement included in Annex I hereto.

(b) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, in connection with the increase of the Revolving Credit Commitments hereunder, each party hereto agrees (i) that the requisite assignments shall be deemed to be made in such amounts among the Lenders, and from each Lender to each other applicable Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Assumption as required under the Existing Credit Agreement and (ii) to any adjustments to be made to the Register to effectuate such reallocations and assignments. In connection therewith, (x) any reallocation among the applicable Lenders resulting from the Facility Adjustments, (y) the repayment of any Revolving Credit Loans necessary in connection with the Facility Adjustments (if any), and (z) any reallocation among the applicable Lenders of outstanding Revolving Credit Loans resulting from the Facility Adjustments (if any), shall in each case all occur on the Fourth Amendment Effective Date in connection with the effectiveness of this Amendment, and the Administrative Agent may make such adjustments between and among the applicable Lenders (including adjustments to participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans) as are reasonably necessary to effectuate the Facility Adjustments, so that the outstanding Revolving Credit Commitments are as set forth on the revised Schedule 2.01 to the Credit Agreement included in Annex I hereto as of the Fourth Amendment Effective Date and the outstanding Revolving Credit Loans on the Fourth Amendment Effective Date are held by the applicable Lenders in accordance with their respective Applicable Percentage of the Revolving Credit Facility (the Revolver Increase, and the assignments, adjustments and reallocations set forth in this sentence, collectively, the “Facility Adjustments”). Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement, the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption.

(c) Notwithstanding anything to the contrary in the Existing Credit Agreement or the Credit Agreement, each Lender agrees that (i) the Facility Adjustments provided by this Amendment shall each be effective upon the Fourth Amendment Effective Date immediately prior to the effectiveness of the amendments set forth in Section 2 above, (ii) the conditions to effectiveness of the Facility Adjustments and the amendments set forth in Section 2 above are limited to the conditions to the effectiveness of this Amendment on the Fourth Amendment Effective Date as set forth below and (iii) the Revolver Increase shall not constitute utilization of the $100,000,000 limit on increases to the facilities provided under Section 2.14 of the Existing Credit Agreement or of the Credit Agreement.

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4. [Reserved.]

5. Representations and Warranties. The Borrower and each of the other Loan Parties, by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the Lenders as of the Fourth Amendment Effective Date as follows (it being understood that any representation in this Section 5 or in Section 6 below that is modified by “Material Adverse Effect” shall utilize the definition of such term giving effect to this Amendment):

(a) the execution, delivery and performance by each Loan Party of this Amendment and the Credit Agreement as so amended have in each case been duly authorized by all necessary corporate or other organizational action and do not and will not (i) require any consent or approval of the shareholders or members of such Loan Party, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to such Loan Party or of the constitutional documents, charter or bylaws of such Loan Party, (iii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or any other material agreement, lease, or instrument to which such Loan Party is a party or by which it or its properties may be bound or affected, or (iv) result in the creation of a Lien of any nature upon or with respect to any of the properties now owned or hereafter acquired by such Loan Party (other than Permitted Liens);

(b) this Amendment has been duly executed and delivered by each Loan Party, and this Amendment, the Credit Agreement and each other Loan Document (in each case, as amended hereby) constitutes a legal, valid and binding obligation of the Loan Parties, enforceable against each such Loan Party in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

(c) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this clause (c), the representations and warranties contained in Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, as applicable; and

(d) after the effectiveness of this Amendment on the Fourth Amendment Effective Date, any borrowing of Loans and the provision of the Revolver Increase and the Facility Adjustments set forth herein, no Default or Event of Default has occurred and is continuing.

6. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “Fourth Amendment Effective Date”):

(a) Receipt by the Administrative Agent of at least one fully executed copy of this Amendment, executed by (i) Holdings, (ii) the Borrower, (iii) Lenders sufficient to constitute Required Lenders (after giving effect to the Revolver Increase, any Joining Lender and the Facility Adjustments), (iv) Lenders sufficient to constitute Required Revolving Lenders (after giving effect to the Revolver Increase, any Joining Lender and the Facility Adjustments), (v) each Lender providing any portion of the Revolver Increase, and (vi) the Administrative Agent.

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(b) Receipt by the Administrative Agent of a true and correct copy of (i) the Organization Documents of each Loan Party and an incumbency certificate with respect to any Loan Parties’ officers executing this Amendment, certified by a Responsible Officer (which may include bring-down certifications in lieu of attaching Organization Documents and incumbency signatures, as reasonably satisfactory to the Administrative Agent), and (ii) resolutions of the board of directors (or an authorized committee thereof), the manager, general partner or equivalent governing body of each Loan Party authorizing the Amendment (including the Revolver Increase) and certified by a Responsible Officer (which may reference resolutions previously delivered in connection with transactions under the Existing Credit Agreement, as reasonably satisfactory to the Administrative Agent).

(c) Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of Holdings dated as of the Fourth Amendment Effective Date certifying that:

(i) the representations and warranties of each Loan Party contained in Section 5 above, in any other Loan Document, or which are contained in any document furnished at any time under or in connection with this Amendment, the Credit Agreement or any other Loan Document, are true and correct on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this clause (c)(i), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively;

(ii) no Default exists immediately prior to, or immediately after, the Fourth Amendment Effective Date (and the effectiveness of this Amendment and the Revolver Increase);

(iii) Holdings and its Subsidiaries are Solvent, on a consolidated basis, after giving effect to the Amendment, the Revolver Increase and any Revolving Credit Borrowing (and use of proceeds thereof) to occur on the Fourth Amendment Effective Date; and

(iv) since December 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement, giving effect to this Amendment).

(d) Both (i) the Administrative Agent and each Lender shall have received at least three Business Days before the Fourth Amendment Effective Date all documentation and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative Agent or a Lender in writing at least five Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and/or any Lender reasonably determines is required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Canadian AML Acts and the USA Patriot Act (provided that such information shall, to the extent requested at least 10 Business Days prior to the Fourth Amendment Effective Date, have been provided at least five Business Days prior to the Fourth Amendment Effective Date) and (ii) at least ten Business Days prior to the Fourth Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower.

4

(e) The Borrower and/or Holdings shall have paid (i) all fees owing to the Administrative Agent, BBVA Securities Inc. (“BSI”) and/or the Lenders as are provided pursuant to that certain fee letter dated as of May 5, 2020 by and among Holdings, the Administrative Agent and BSI and (ii) all reasonable and documented expenses of the Administrative Agent accrued through the date of this Amendment (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented at least one Business Day (or such shorter time as Holdings or the Borrower may agree) prior to the Fourth Amendment Effective Date, but without prejudice of final settling thereof after the Fourth Amendment Effective Date), with respect to this Amendment and the Credit Agreement.

Without limiting the generality of the provisions of Section 9.04 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto.

7. No Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. Each of the Loan Parties (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of the obligations of such Loan Party under the Loan Documents as amended hereby, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Loan Party’s obligations under the Loan Documents, and (d) confirms that the Collateral Documents and the Liens granted thereunder remain in full force and effect notwithstanding the entry into this Amendment.

8. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Existing Credit Agreement and each other Loan Document are and shall remain in full force and effect. All references in any Loan Document to the “Credit Agreement” or “this Agreement” (or similar terms intended to reference the Credit Agreement) or any references to any “Loan Document” shall henceforth refer to the Credit Agreement as amended by this Amendment or the Loan Documents as amended by this Amendment, as applicable. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto, each other Lender and each other Loan Party, and their respective successors and assigns.

(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (WITHOUT LIMITATION OF THE FOREGOING) SHALL OTHERWISE BE SUBJECT TO THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

5

(d) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective upon satisfaction of the conditions set forth in Section 6 hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement.

(e) If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) The Borrower agrees to pay, in accordance with and subject to the limitations in Section 10.04 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder.

(g) None of this Amendment, the Credit Agreement, nor any other Loan Document shall release, limit or impair in any way the priority of any security interests and liens held by the Administrative Agent for the benefit of the Secured Parties against any assets of Holdings, the Borrower, any other Borrower, or any Guarantor arising under the Credit Agreement or any other Loan Documents, as each may be amended, restated, supplemented or modified from time to time.

(h) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement, the Credit Agreement, or any other Loan Document. Except as expressly set forth herein, nothing herein shall be deemed to entitle Holdings, the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Credit Agreement or any other Loan Document in similar or different circumstances.

(i) This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

[Signature Pages Follow.]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

AKUMIN INC., as Holdings
By:	(signed) “Mohammad Saleem”
Name:	Mohammad Saleem
Title:	Chief Financial Officer
AKUMIN CORP., as the Borrower
By:	(signed) “Mohammad Saleem”
Name:	Mohammad Saleem
Title:	Chief Financial Officer
AKUMIN HOLDINGS CORP., as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
ADVANCED DIAGNOSTIC GROUP, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
ADVANCED DIAGNOSTIC RESOURCES, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
ADVANCED DIAGNOSTIC HOLDINGS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

AFO IMAGING, INC., as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
AKUMIN FL, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
AKUMIN FLORIDA HOLDINGS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
AKUMIN HEALTH ILLINOIS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
AKUMIN IMAGING TEXAS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
DELAWARE OPEN MRI RADIOLOGY ASSOCIATES, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
ELITE IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

ELITE RADIOLOGY OF GEORGIA, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
IMAGING CENTER OF WEST PALM BEACH LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
JEANES RADIOLOGY ASSOCIATES, LLC,as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
LCM IMAGING, INC., as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
LEBANON DIAGNOSTIC IMAGING, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PMI PARTNERS, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING AT THE MEDICAL CENTER, LLC, as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING HEB, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING OF AUSTIN, LLC,as Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING AT CASA LINDA PLAZA, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING OF CORINTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING OF DENTON, LLC,as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF FORT WORTH, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

PREFERRED IMAGING OF FRISCO, LLC,as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

PREFERRED IMAGING OF GARLAND, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

PREFERRED IMAGING OF GRAPEVINE/COLLEYVILLE, LLC, as a Guarantor

By: (signed) “Rohit Navani”

Name:	Rohit Navani
Title:	Chief Operating Officer

PREFERRED IMAGING OF IRVING, LLC,as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

PREFERRED IMAGING OF MCKINNEY, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

PREFERRED IMAGING OF MESQUITE, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING OF PLANO, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED IMAGING ON PLANO PARKWAY, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
PREFERRED OPEN MRI, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
RITTENHOUSE IMAGING CENTER, LLC,as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
ROSE RADIOLOGY CENTERS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

ROUND ROCK IMAGING, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
SYNCMED, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
TIC ACQUISITION HOLDINGS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
VISTA PEM PROVIDERS, LLC, as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer
WILKES-BARRE IMAGING, L.L.C., as a Guarantor
By:	(signed) “Rohit Navani”
Name:	Rohit Navani
Title:	Chief Operating Officer

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BBVA USA (f/k/a Compass Bank), as Administrative Agent
By:	(signed) “Kyle Sederstrom”
Name:	Kyle Sederstrom
Title:	Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BBVA USA (f/k/a Compass Bank), as a Lender
By:	(signed) “Kyle Sederstrom”
Name:	Kyle Sederstrom
Title:	Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THE BANK OF NOVA SCOTIA, as a Lender
By:	(signed) “Beatriz Martinez”
Name:	Beatriz Martinez
Title:	Director National Accounts
By:	(signed) “Dan Cameron”
Name:	Dan Cameron
Title:	Director National Accounts

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NATIONAL BANK OF CANADA, as a Lender
By:	(signed) “David Sellitto”
Name:	David Sellitto
Title:	Director
By:	(signed) “David Torrey”
Name:	David Torrey
Title:	Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANKUNITED, N.A., as a Lender
By:	(signed) “James P. Craig”
Name:	James P. Craig
Title:	SVP-Healthcare Practice Leader
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

A-CAP INVESTMENTS RATED LLC, as a Lender
By:	(signed) “Edward Zhu”
Name:	Edward Zhu
Title:	Portfolio Manager
By:
Name:
Title:

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BCSSS HOLDCO UK LIMITED, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV DB OFFSHORE SPV LLC, as a Lender
By: Comvest Capital IV International, L.P., Its Sole Member
By: Comvest Capital IV Partners, L.P., Its General Partner
By: Comvest Capital IV Partners UGP, LLC, Its General Partner
By:	(signed) “Jason Gelberd”
Name:	Jason Gelberd
Title:	Partner

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV DB SPV LLC, as a Lender
By: Comvest Capital IV International, L.P., Its Sole Member
By: Comvest Capital IV Partners, L.P., Its General Partner
By: Comvest Capital IV Partners UGP, LLC, Its General Partner
By:	(signed) “Jason Gelberd”
Name:	Jason Gelberd
Title:	Partner

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV, L.P., as a Lender
By: Comvest Capital IV Partners, L.P., Its General Partner
By: Comvest Capital IV Partners UGP, LLC, Its General Partner
By:	(signed) “Jason Gelberd”
Name:	Jason Gelberd
Title:	Partner

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMVEST CAPITAL IV (LUXEMBOURG) MASTER FUND, SCSP, as a Lender
By: Comvest Capital Advisors LLC as its Investment Manager
By:	(signed) “Jason Gelberd”
Name:	Jason Gelberd
Title:	Partner

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES KCAP F3C SENIOR, LLC, as a Lender
By:	(signed) “Dayl Pearson”
Name:	Dayl Pearson
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GREAT LAKES PORTMAN RIDGE FUNDING LLC, as a Lender
By: Portman Ridge Finance Corporation, its Portfolio Manager
By:	(signed) “Patrick Schafer”
Name:	Patrick Schafer
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

HGC SPV, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRINITY CREDIT, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

H.I.G. WHITEHORSE TRI-STAR CREDIT, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

MPS HOLDCO UK LIMITED, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SWISS CAPITAL HYS PRIVATE DEBT FUND, L.P., as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SWISS CAPITAL HYS PRIVATE DEBT OFFSHORE SP, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NJ/TCW DIRECT LENDING LLC
By: TCW Asset Management Company LLC, its
Investment Advisor
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
RELIANCE STANDARD LIFE INSURANCE
COMPANY
By: TCW Asset Management Company LLC
Its: Investment Manager and Attorney-in-Fact
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
SAFETY NATIONAL CASUALTY CORPORATION
By:TCW Asset Management Company LLC
Its: Investment Manager and Attorney-in-Fact
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
TCW BRAZOS FUND LLC
By: TCW Asset Management Company LLC, its
Investment Advisor
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director

[Fourth Amendment to Loan Documents – Signature Page]

TCW DIRECT LENDING STRUCTURED
SOLUTIONS 2019 LLC
By: TCW Asset Management Company
LLC, its Investment Manager
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
TCW SKYLINE LENDING, L.P.
By: TCW Asset Management Company LLC, its
Investment Advisor
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
TMD-DL HOLDINGS, LLC
By: TCW Asset Management Company LLC
Its: Investment Manager and Attorney-in-Fact
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
U.S. SPECIALTY INSURANCE COMPANY
By: TCW Asset Management Company LLC
Its: Investment Manager and Attorney-in-Fact
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director

[Fourth Amendment to Loan Documents – Signature Page]

WEST VIRGINIA DIRECT LENDING LLC
By: TCW Asset Management Company LLC,
Its Investment Advisor
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director
TCW DIRECT LENDING VII FINANCING LLC
By: TCW Asset Management Company LLC,
its Collateral Manager
By:	(signed) “Mark Gertzof”
Name:	Mark Gertzof
Title:	Managing Director

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

THORNEY ISLAND LIMITED PARTNERSHIP, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHF STRS CREDIT I LLC, as a Lender
By:	(signed) “Joyson Thomas”
Name:	Joyson Thomas
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE OFFSHORE CREDIT
OPPORTUNITIES I, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHITEHORSE ONSHORE CREDIT
OPPORTUNITIES I SPV, LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHPL SPV I OFFSHORE LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHPL SPV I LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WHPL SPV I CLASS A LLC, as a Lender
By:	(signed) “Richard Siegel”
Name:	Richard Siegel
Title:	Authorized Signatory
By:
Name:
Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[Fourth Amendment to Loan Documents – Signature Page]

Annex I

(to Fourth Amendment to Loan Documents)

[Insert Credit Agreement changed pages]

Execution VersionChanged Pages Attached

as Annex I to Fourth Amendment

NOTE: This conformed document is being provided solely for ease of review and convenience. Neither McGuireWoods, LLP, BBVA nor any of their affiliates makes any representation or warranty as to the accuracy of this document. Parties should rely solely on their review of the credit agreement and amendments.

CREDIT AGREEMENT

(as amended by the First Amendment to Loan Documents dated as of May 31, 2019, and conformed to addby the Second Amendment to Loan Documents dated as of August 8, 2019 and conformed to, by the Third Amendment to Loan Documents dated as of September 25, 2019 and by the Fourth Amendment to Loan Documents dated as of June 2, 2020)

Dated as of August 15, 2018

among

AKUMIN INC.,

as Holdings,

AKUMIN CORP.,

as the Borrower,

BBVA USA (f/k/a COMPASS BANK),

as Administrative Agent, Swing Line Lender and L/C Issuer,

the Other Lenders Party Hereto

THE BANK OF NOVA SCOTIA,

as Syndication Agent,

BANKUNITED,

HIG WHITEHORSE,

TCW ASSET MANAGEMENT COMPANY LLC and

COMVEST CAPITAL IV, L.P.,

as Co-Documentation Agents

and

BBVA SECURITIES INC.,

as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		401
1.03	Accounting Terms.		401
1.04	Rounding		411
1.05	Times of Day		411
1.06	Certain Calculations		411
1.07	Letter of Credit Amounts		411
1.08	Limited Condition Acquisitions and Financial Covenants		411
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	The Loans.		421
2.02	Borrowings, Conversions and Continuations of Loans.		421
2.03	Letters of Credit		441
2.04	Swing Line Loans		511
2.05	Prepayments.		541
2.06	Termination or Reduction of Commitments		5715
2.07	Repayment of Loans		5816
2.08	Interest		591
2.09	Fees.		591
2.10	Computation of Interest and Fees		601
2.11	Evidence of Indebtedness.		601
2.12	Payments Generally; Administrative Agent’s Clawback.		611
2.13	Sharing of Payments by Lenders		631
2.14	Increase in Commitments.		6317
2.15	Cash Collateral.		671
2.16	Defaulting Lenders.		681
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes.		701
3.02	Illegality		741
3.03	Inability to Determine Rates		741
3.04	Increased Costs; Reserves on Eurodollar Rate Loans.		751
3.05	Compensation for Losses		771
3.06	Mitigation Obligations; Replacement of Lenders.		771
3.07	Survival		771
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions to Initial Credit Extension		781
4.02	Conditions to Subsequent Credit Extensions		8218
4.03	Additional Conditions to Credit Extension of the Delayed Draw Term Loans		8219

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(continued)

		Page
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws		831
5.02	Authorization; No Contravention		831
5.03	Governmental Authorization; Other Consents		831
5.04	Binding Effect		841
5.05	Financial Statements; No Material Adverse Effect.		841
5.06	Litigation		851
5.07	No Default		851
5.08	Ownership of Property; Liens; Investments.		851
5.09	Environmental Compliance.		861
5.10	Insurance		871
5.11	Taxes		871
5.12	ERISA Compliance.		871
5.13	Subsidiaries; Equity Interests; Loan Parties		871
5.14	Changes in Name, Jurisdiction of Formation and Structure; Tradenames		881
5.15	Margin Regulations; Investment Company Act.		881
5.16	Disclosure		881
5.17	Intellectual Property; Licenses, Etc		881
5.18	Solvency		891
5.19	Casualty, Etc		891
5.20	Collateral Matters		891
5.21	Labor Matters		891
5.22	Deposit or Securities Accounts		891
5.23	Fees and Commissions		891
5.24	Material Contracts		891
5.25	HIPAA Compliance		891
5.26	Additional Healthcare Matters.		901
5.27	Third Party Payors.		921
5.28	Principal Payors		921
5.29	Management Services Agreement		931
5.30	Foreign Assets Control Regulations and Anti-Money Laundering.		931
5.31	Use of Proceeds		941
5.32	Holding Company		941
5.33	Beneficial Ownership Certification		941
5.34	EEA Financial Institution		941
5.35	Borrower ERISA Status		941
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01	Financial Statements		941
6.02	Certificates; Other Information		951
6.03	Notices		9620
6.04	Payment of Obligations		971
6.05	Preservation of Existence, Etc		971
6.06	Maintenance of Properties		971
6.07	Insurance and Disaster Recovery.		981

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(continued)

		Page
6.08	Compliance with Laws		981
6.09	Books and Records		981
6.10	Inspection Rights		981
6.11	Use of Proceeds		991
6.12	Covenant to Guarantee Obligations and Give Security		991
6.13	Compliance with Environmental Laws		1001
6.14	Payment of Taxes, Etc		1001
6.15	Further Assurances		1001
6.16	Cash Management Systems		10121
6.17	Lender Meeting		1021
6.18	Material Contracts		1021
6.19	Management Changes		1021
6.20	Management Services Agreement.		1021
6.21	[Reserved].		1031
6.22	Healthcare Reimbursement Exclusions		1031
6.23	Medicare/Medicaid Communications		1031
6.24	Non-Compliance		1031
6.25	Medicare Investigations		1031
6.26	Healthcare Related Matters		1041
6.27	Compliance Plan		1041
6.28	Related Documents		1041
6.29	Sanctions		1041
6.30	Compliance with Terms of Leaseholds		1041
6.31	CIA Compliance		10422
6.32	Interest Rate Protection		10522
6.33	Additional Financial Information		22
	ARTICLE VII
	NEGATIVE COVENANTS
7.01	Liens		10522
7.02	Indebtedness		1061
7.03	Investments		1071
7.04	Fundamental Changes		1081
7.05	Dispositions		1091
7.06	Restricted Payments		1101
7.07	Change in Nature of Business		1111
7.08	Transactions with Affiliates		1111
7.09	Burdensome Agreements		1111
7.10	Amendments of Organization Documents and Agreements.		1111
7.11	Accounting Changes		1121
7.12	Prepayments, Etc		1121
7.13	Prepayments and Amendments.		1121
7.14	Partnerships, Etc		1121
7.15	Speculative Transactions		1121
7.16	Formation of Subsidiaries		11223
7.17	Negative Pledge		11223
7.18	Changes in Locations; Name, etc		11323
7.19	Holdings		11323

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(continued)

		Page
7.20	Financial Covenants.		11323
7.21	ERISA.		11324
7.22	Cash Management		1141
7.23	OFAC; USA Patriot Act		1141
7.24	Sale and Leaseback Transactions		1141
7.25	Hazardous Materials		1141
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default		1151
8.02	Remedies Upon Event of Default		1161
8.03	Application of Funds		1171
	ARTICLE IX
	ADMINISTRATIVE AGENT
9.01	Appointment and Authority.		1181
9.02	Rights as a Lender		1181
9.03	Exculpatory Provisions		1191
9.04	Reliance by Administrative Agent		1201
9.05	Delegation of Duties		1211
9.06	Resignation of Administrative Agent		1211
9.07	Non-Reliance on Administrative Agent and Other Lenders		1221
9.08	No Other Duties, Etc		1221
9.09	Administrative Agent May File Proofs of Claim		1221
9.10	Collateral and Guaranty Matters		1231
9.11	Secured Cash Management Agreements and Hedge Agreements		1241
9.12	Withholding Taxes		1241
9.13	Lender ERISA Representation.		1251
	ARTICLE X
	MISCELLANEOUS
10.01	Amendments, Etc		1261
10.02	Notices and Other Communications; Facsimile Copies.		1281
10.03	No Waiver; Cumulative Remedies		12926
10.04	Expenses; Indemnity; Damage Waiver.		12926
10.05	Payments Set Aside		1311
10.06	Successors and Assigns.		1321
10.07	Treatment of Certain Information; Confidentiality		13627
10.08	Right of Setoff		13728
10.09	Interest Rate Limitation		1371
10.10	Counterparts; Integration; Effectiveness		1371
10.11	Survival of Representations and Warranties		1371
10.12	Severability		1381
10.13	Replacement of Lenders		1381
10.14	Governing Law; Jurisdiction; Etc.		1381
10.15	Waiver of Jury Trial		1391
10.16	USA Patriot Act and Canadian AML Acts’ Notice		1401
10.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions		1401

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(continued)

		Page
10.18	Additional Titles		14029
10.19	Judgment Currency		14029
10.20	No Advisory or Fiduciary Responsibility		30
Signatures			S-1

SCHEDULES
1.01	Guarantors
2.01	Commitments and Applicable Percentages
5.05	Supplement to Interim Financial Statements
5.08(b)	Existing Liens
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.08(e)	Existing Investments
5.09(c)	Environmental Compliance
5.12	ERISA Plans
5.13	Subsidiaries and Other Equity Investments; Loan Parties
5.14	Changes in Name, State of Formation and Structure; Tradenames
5.17	Intellectual Property Matters
5.22	Deposit or Securities Accounts
5.23	Fees and Commissions
5.24	Material Contracts
5.26	Additional Healthcare Matters
5.27	Third Party Payors
5.28	Principal Payors
6.33	Additional Financial Information
7.01(b)	Existing Liens
7.02	Outstanding Indebtedness
7.03(f)	Existing Investments
7.14	Partnerships
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1	Committed Loan Notice
A-2	Committed Repayment Loan Notice
A-3	Swing Line Loan Notice
B-1	Term A Note
B-2	Term B Note
B-3	Revolving Credit Note
C	Compliance Certificate
D	Assignment and Assumption
E	Security Agreement

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2018 among Akumin Inc., an Ontario corporation (“Holdings”), Akumin Corp., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BBVA (f/k/a Compass Bank d/b/a BBVA Compass), as Administrative Agent, Swing Line Lender and an L/C Issuer, and BBVA Securities Inc. as Lead Arranger (“BSI”).

RECITALS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) a term loan facility in an initial aggregate principal amount of $100,000,000 and (ii) a revolving credit facility in an initial aggregate principal amount of $30,000,000, which will include sublimits for (x) the making of one or more Letters of Credit from time to time and (y) Swing Line Loans. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2019 Acquisitions” means the acquisitions contemplated by the Purchase Agreements (each individually a “2019 Acquisition”).

“2019 Fee Letter” means that certain letter agreement, dated as of April 15, 2019, by and between the Borrower, BSI and the Administrative Agent.

“Account “ means any “account” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter acquired by any Loan Party.

“Account Debtor” means any Person who is obligated on an Account.

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any Loan Party or any of its Subsidiaries (a) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger, amalgamation or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

“Activities” has the meaning set forth in Section 9.02(a).

“Additional Lender” has the meaning set forth in 2.14(b).

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“Additional PIK Interest” means an amount of additional interest accruing on the outstanding Term B Loans from time to time, which interest rate shall be (a) [Percentage redacted for confidentiality reasons] from the Fourth Amendment Effective Date through and including March 31, 2021, and (b) thereafter the applicable percentage per annum set forth below determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) (with effect retroactively to the first day of the Fiscal Quarter immediately after the Fiscal Quarter to which such Compliance Certificate relates):

Additional PIK Interest	Consolidated Total Leverage Ratio
[Percentage redacted for confidentiality reasons]	< 5.00:1
[Percentage redacted for confidentiality reasons]	> 5.00:1 but < 7.00:1
[Percentage redacted for confidentiality reasons]	> 7.00:1

The Additional PIK Interest shall be paid-in-kind by being added to the outstanding principal amount of outstanding Term B Loans for each day during any period in which Additional PIK Interest accrues. For the avoidance of doubt, it is hereby acknowledged and agreed that, except to the extent expressly provided to the contrary herein, any reference to the principal balance of the Term B Loan shall be deemed to include the amount of all accrued Additional PIK Interest that has been added thereto to the Term B Loans.

“ADG” means ADG Acquisition Holdings, Inc., a Florida corporation.

“Administrative Agent” means BBVA USA, f/k/a Compass Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent Fee Letter” means that certain letter agreement, dated as of June 8, 2018, by and between the Borrower, BSI and the Administrative Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent’s Group” has the meaning set forth in Section 9.02(a).

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Commitments” means, as the context may require in reference to all Facilities hereunder, the aggregate Commitments of all the Lenders hereunder and, in reference to any particular Facility hereunder, the aggregate Commitments of all the Lenders under such Facility. relevant lenders ratably (or, if only one lender (or affiliated group of lenders) is providing such Indebtedness, are fees of the type not customarily shared with lenders generally).

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“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment under all Facilities at such time or, the percentage (carried out to the ninth decimal place), of the Aggregate Commitments under any particular Facility represented by such Lender’s Commitment under such Facility at such time. If the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Term Lender to make any Term Loans have been terminated pursuant to Section 8.02, or if the Term Commitments have expired, then the Applicable Percentage of each Term Lender in respect of the applicable Term Facility shall be determined based on the Applicable Percentage of such Term Lender in respect of such Term Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on the revised Schedule 2.01 attached to the First Amendment or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) with respect to the Term B Facility, [Percentage redacted for confidentiality reasons] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons] per annum for Eurodollar Rate Loans, plus (when and as applicable) the Additional PIK Interest and (b) with respect to the Revolving Credit Facility and the Term A Facility, (i) from the First Amendment Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the Fiscal Quarter ending September 30, 2019, [Percentage redacted for confidentiality reasons] per annum for Base Rate Loans, and [Percentage redacted for confidentiality reasons] per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below for the applicable Facility determined by reference to the Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

REVOLVING CREDIT FACILITY AND TERM A FACILITY

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Eurodollar Rate (Letters of Credit)	Base Rate	Commitment Fee
I	< 3.25:1	[Percentages redacted for confidentiality reasons]
II	> 3.25:1 but < 3.75:1
III	> 3.75:1 but < 4.25:1
IV	> 4.25:1

Any increase or decrease in the Applicable Rate with respect to the Revolving Credit Facility and the Term A Facility resulting from a change in the Consolidated Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Administrative Agent, Pricing Level IV shall apply in respect of the Revolving Credit Facility and the Term A Facility as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

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Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BSI in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with IFRS if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the 15-month period ended December 31, 2017, and the related consolidated statements of operations and cash flows for such period, including the notes thereto.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means the U.S. Bankruptcy Code of 1978, as amended.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus [Percentage redacted for confidentiality reasons], (b) the rate of interest in effect for such day as publicly announced from time to time by Compass BankBBVA USA as its “prime rate”, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%; provided that if the Base Rate at any time shall be less than 1.00%, such rate shall be deemed to be 1.00% for all purposes under this Agreement. The “prime rate” is a rate set by Compass BankBBVA USA based upon various

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factors including Compass BankBBVA USA’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. Any change in the “prime rate” by Compass BankBBVA USA shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required under the Laws to close and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Canadian AML Acts” means applicable Canadian Law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof.

“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United Nations Al-Qaida and Taliban Regulations as published by the Office of the Superintendent of Financial Institutions Canada.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding sales

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“Delayed Draw Term Commitment” means, as to each Term A Lender, the portion of its Term A Commitment with respect to its obligation to make its Delayed Draw Term Loan during the Delayed Draw Availability Period. The Delayed Draw Term Commitment of each Lender shall terminate and be reduced to $0 upon the expiration of the Delayed Draw Availability Period.

“Delayed Draw Term Loan” and “Delayed Draw Term Loans” means the Term A Loans made, if any, pursuant to Section 2.01(a)(ii). For the avoidance of doubt, after the expiration of the Delayed Draw Availability Period, the Initial Term A Loans and the Delayed Draw Term Loans (if any) shall all constitute Term A Loans hereunder, without differentiation.

“Delayed Draw Ticking Fee” has the meaning assigned thereto in Section 2.09(b).

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“Earnout Obligations” means, in connection with the earn-out obligations under the Alaris Note, any 2019 Acquisition or any Permitted Acquisition, the contingent obligation of Holdings, the Borrower or any Subsidiary to make payments after the closing date thereof that is structured as an earnout or similar contingent payment or arrangement in a customary manner.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required under Section 10.06(c)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Holdings, any of Holdings’ Affiliates or Subsidiaries, Minority Investments or any Professional Services Affiliate.

“Enhanced Information” has the meaning specified in Section 10.07.

“Environmental Laws” means any and all Federal, state, provincial, territorial, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,

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“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Fourth Amendment” means that certain Fourth Amendment to Loan Documents dated as of the Fourth Amendment Effective Date, among Holdings, the Borrower, the Administrative Agent, and the Lenders party thereto.

“Fourth Amendment Effective Date” means the date of effectiveness of the Fourth Amendment, which date occurred on June 2, 2020.

“FRB” means the Board of Governors of the Federal Reserve System of the United

States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, including any special purpose vehicle that issues (or intends to issue) notes or other securities in a collateralized loan transaction or collateralized debt transaction.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied.

“Government Collections Accounts” has the meaning set forth in Section 6.16(b)(i).

“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(j).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay but the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing.

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“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement (including the First Amendment), the Notes, the Guaranty, the Collateral Documents, the Fee Letters, the Alaris/Agent Subordination Agreement and each other document or agreement entered into in connection with the transactions contemplated hereby; provided that documents with respect to Hedge Agreements and Secured Cash Management Agreements shall constitute Loan Documents solely for the purpose of the provision of the Guarantees under any Guaranty and of Collateral under any Collateral Document.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Loan Party Claims” has the meaning specified in Section 5.27(d).

“Management Services Agreements” means an agreement, however styled, between (a) the Borrower or Guarantor, on the one hand, and (b) a PC Entity, on the other hand, pursuant to which the Borrower or such Guarantor provides management services or similar services to such PC Entity. For purposes of this Agreement, all references to Management Services Agreements shall also include all such related documents necessary to ensure that each relationship with each PC Entity meets the PC Entity Requirements.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries, Minority Investments and Professional Services Affiliates taken as a whole;

(b) a material impairment of the rights and remedies of any Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; provided that solely for purposes of clause (a) of this definition, the impacts of COVID-19 on the operations, business, properties, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries that occur during the period from March 13, 2020 through and including December 31, 2020 will be disregarded solely to the extent such impacts were disclosed to the Administrative Agent and the Lenders on or before the Fourth Amendment Effective Date.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any one year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“Material Payor” has the meaning specified in Section 5.28.

“Material Subsidiary” means any Subsidiary of the Borrower that (a) is organized under the laws of the United States or Canada or any political subdivision thereof and (b) in the case of a non-wholly-owned Subsidiary, is not prohibited by its Organizational Documents from granting a security interest in its assets or providing a guaranty (so long as such prohibition is not entered into in contemplation of or in connection with such Person becoming a Subsidiary); provided that if at any time there are Subsidiaries which are not classified as “Material Subsidiaries” but which collectively either (x) generate more than 5% of Consolidated Adjusted EBITDA or (y) have tangible assets (including Equity

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“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means (i) that certain pledge agreement dated as of the date hereof by Dr. Thomas Fix in favor of the Administrative Agent, as the same may be amended from time to time, and (ii) each other pledge agreement entered into in favor of the Administrative Agent relating to the ownership of a Professional Services Affiliate, any Subsidiary or any Minority Investment.

“Pledged Debt” has the meaning specified in Section 1(d)(iv) of the Security

Agreements.

“PPSA” has the meaning specified in the applicable Security Agreement.

“Process Agent” has the meaning set forth in Section 10.14(d).

“Professional Services Affiliate” means any PC Entity that has entered into a Management Services Agreement with the Borrower or one of its Subsidiaries or Minority Investments. For the avoidance of doubt, any Professional Services Affiliate of a Subsidiary of the Borrower shall be a Professional Services Affiliate of the Borrower.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“Purchase Agreements” means, collectively, (i) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of ADG from the “Sellers” identified therein (the “ADG Purchase Agreement”), (ii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of TIC from the “Sellers” identified therein (the “TIC Purchase Agreement”), and (iii) that certain Share Purchase Agreement, dated as of April 15, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, and together with all schedules, annexes, exhibits, supplements, amendments, and other relevant documents and agreements related thereto), pursuant to which the Borrower acquired, directly or indirectly, all of the issued and outstanding capital stock of SFL from the “Sellers” identified therein (the “SFL Purchase Agreement”).

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 10.06(d).

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“Related Documents” means (a) the Rose Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith and (b) each Purchase Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and, trustees, advisors and representatives of such Person and of such Person’s Affiliates.

“Related Transactions” means those transactions contemplated by the Related

Documents.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Repricing Transaction” has the meaning specified in Section 2.05(c).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Lenders that are not Affiliates, Required Lenders shall include at least two Lenders that are not Affiliates.

“Required Revolving Lenders” means, at any time, Revolving Credit Lenders holding more than 50% of the sum of (a) the aggregate Revolving Credit Exposure (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that (i) the unused Revolving Credit Commitment of, and the portion of the aggregate Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination) and (ii) at any time there are two or more Revolving Lenders that are not Affiliates, Required Revolving Lenders shall include at least two Revolving Lenders that are not Affiliates.

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“Required Term A Lenders” means, at any time, Term A Lenders holding more than 50% of the sum of (a) the aggregate outstanding Term A Loans and (b) the aggregate unused Delayed Draw Term Commitment; provided that (i) the unused Delayed Draw Term Commitment of, and the portion of the aggregate outstanding Term A Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders and (ii) at any time there are two or more Term A Lenders that are not Affiliates, Required Term A Lenders shall include at least two Term A Lenders that are not Affiliates.

“Required Principal Payments” means the sum of all regularly scheduled principal payments of outstanding Loans made during such period.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries or Minority Investments, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment;; provided that Restricted Payments shall not include any payments made with respect to Earnout Obligations.

“Revolving Availability Period” means the period from and including the First Amendment Effective Date to the Revolving Credit Facility Termination Date.

“Revolving Credit Borrowing” means a Borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitment on the FirstFourth Amendment Effective Date shall be $50,000,00069,000,000.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

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have the right to terminate its and/or their obligations under such Purchase Agreement, or to decline to consummate the applicable 2019 Acquisition pursuant to such Purchase Agreement, as a result of a breach of such representation in such Purchase Agreement, determined without regard to whether any notice is required to be delivered by the Borrower, the Targets or any of Borrower’s applicable affiliates party to such Purchase Agreement.

“Specified Representations” means those representations and warranties made by the Holdings and the Borrower in Section 5.01(a), Section 5.01(b)(ii), Section 5.01(c) (as it relates to the entering into and performance of the Loan Documents), Section 5.02, Section 5.03 (but only with respect to no conflicts with or consents under the Loan Parties’ Organization Documents and any applicable Law), Section 5.04, Section 5.15, Section 5.18, Section 5.20, Section 5.30, Section 5.31 and Section 5.33.

“Subject Acquisition” means the Acquisition by the Borrower (directly or indirectly) of all of the assets or Equity Interests of either (but not both) of (a) an entity previously disclosed to the Administrative Agent prior to the First Amendment Effective Date and known as “Project West Palm” or (b) solely if Project West Palm is not consummated on or prior to the last day of the Delayed Draw Availability Period, an entity previously disclosed to the Administrative Agent in connection with the Second Amendment and known as “Project Cactus,” as determined by the Borrower with notice to the Administrative Agent (such notice to be provided in connection with, and prior to, any Credit Extension of the Delayed Draw Term Loans pursuant to Section 4.03). In either case, the Subject Acquisition shall be required to constitute a Permitted Acquisition (and meet the requirements therefor) in order to be consummated.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than a guarantor party to the Parent

Guaranty.

“Subsidiary Guaranty” means that certain subsidiary guaranty dated as of the Closing Date and entered into by each Subsidiary Guarantor, in favor of the Secured Parties.

“Supermajority Lenders” means the Supermajority Pro Rata Lenders and Supermajority Term B Lenders.

“Supermajority Pro Rata Lenders” means at any, time, Revolving Credit Lenders and Term A Lenders holding more than 66.67% of the sum of the (a) aggregate Revolving Credit Exposure (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition), (b) aggregate unused Revolving Credit Commitments; and (c) aggregate outstanding Term A Loans; provided that (i) the portion of the aggregate outstanding Term A Loans held or deemed held by, and the unused Revolving Credit Commitment of, and the portion of the aggregate Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Pro Rata Lenders (and the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the

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Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination); and (ii) at any time there are two or more Lenders that are not Affiliates, Supermajority Pro Rata Lenders shall include at least two Revolving Credit Lenders or Term A Lenders that are not Affiliates.

“Supermajority Term B Lenders” means, at any time, Term B Lenders holding more than 66.67% of the sum of the aggregate outstanding Term B Loans; provided that (i) the portion of the aggregate outstanding Term B Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Term B Lenders and (ii) at any time there are two or more Term B Lenders that are not Affiliates, Supermajority Term B Lenders shall include at least two Term B Lenders that are not Affiliates.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts,

(a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means BBVA CompassUSA in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit A-3 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission (other than the L/C Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in clauses (vii) and (viii) below).

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(vii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Loans (pro rata between the Term A Loans and the Term B Loans) and to the principal repayment installments thereof in direct order of maturity for the next four scheduled principal repayment installments and thereafter to the remaining scheduled principal repayment installments (including the payment on the Term Loan Maturity Date) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.16, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.

(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

(c) Call Premium. In the event that, on or prior to the six monthtwo year anniversary of the FirstFourth Amendment Effective Date, the Borrower (i) makes any prepaymentrepayment of the Term B Loans in connection with any Repricing Transaction (as defined belowfor any reason other than ordinary course amortization pursuant to Section 2.07(a) or mandatory prepayments pursuant to Section  2.05(iib ) effects any amendment of this Agreement resulting in a Repricing Transaction(other than Sections 2.05(b)(iii) and (iv)) (but expressly including any prepayment pursuant to Section 2.05(b)(iii) or (iv) and any other repayment, including as a result of acceleration of the Term B Loans), the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term B Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% (i) if such repayment occurs at any time on or after the Fourth Amendment Effective Date to and including the date that is the first anniversary of the Fourth Amendment Effective Date, 2.0% (subject to the proviso to this sentence) of the amount of the Term B Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1.0%, or (ii) if such repayment occurs at any time after the first anniversary of the Fourth Amendment Effective Date to and including the date that is the second anniversary of the Fourth Amendment Effective Date, 1.0% (subject to the proviso to this sentence) of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Transaction.

For the purpose of this clause (c), “Repricing Transaction” means (A) any prepayment or repayment of the Term B Loans being prepaid; provided that if such repayment is being madein connection with a Change of Control or with the cash proceeds of, or any conversion of the Term B Loans into, any new or replacement tranche of bank Indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors

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and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (B) any amendment to the pricing terms of the Term B Loans (whether through an amendment and restatement, mandatory assignment or otherwise) which reduces a sale or issuance of Equity Interests by any Loan Party or any of its Subsidiaries (including any mandatory prepayment pursuant to Section 2.05(b)(iii) or (iv)), the “effective yield”rate applicable to the Term B Loans; provided that any event or transaction described inthereto under clause (Ai) or (Bii ) above undertaken in connection with a Change of Control or an initial public offering shall not constitute a “Repricing Transaction” hereunder so long as the primary purpose of the prepayment, repayment or amendment in connection therewith is not to reduce the “effective yield” of the Term B Loans (as determined by Holdings in good faith and certified by a Responsible Officer of Holdings in form and substance satisfactory to the Administrative Agent (and upon which certification the Administrative Agent is entitled to rely))shall be reduced by 50% (i.e., shall be 1.0% under clause (i) and 0.5% under clause (ii)). Each such fee shall be due and payable simultaneously with the repayment to which such fees applies.

2.6 Termination or Reduction of Commitments

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused Revolving Credit Commitments or unused Delayed Draw Term Commitments, or from time to time permanently reduce the unused Revolving Credit Commitments, the unused Delayed Draw Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in the case of reductions of the Delayed Draw Term Commitments, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof), (iii) the Borrower shall not terminate or reduce the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or

(C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b) Mandatory.

(i) The Borrower agrees that (A) the Initial Term A Loan Commitments shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Initial Term A Loans on the First Amendment Effective Date, (B) the Delayed Draw Term Commitments shall automatically and permanently terminate as of the end of the Delayed Draw Availability Period and (C) the Term B Loan Commitments as of the First Amendment Effective Date shall automatically and permanently terminate upon the drawing (or continuation, as applicable) of the Term B Loans on the First Amendment Effective Date. The Revolving Credit Commitments shall automatically and permanently terminate as of 5:00 p.m. on the Revolving Credit Facility Termination Date.

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(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or unused portions of the unused Revolving Credit Commitment under this Section 2.06. Upon any reduction of unused Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Revolving Credit Lender’s Applicable Percentage of the amount by which the Revolving Credit Commitment is reduced. All fees accrued until the effective date of any termination of the aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

2.7 Repayment of Loans.

(a) Term Loans. The principal amounts of:

(i) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term A Loans shall be repaid to the Administrative Agent for the ratable account of the Term A Lenders in consecutive quarterly installments equal to (x) 0.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the first eight quarterly installments, (y) 1.25% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for the next four quarterly installments and (z) 1.625% of the aggregate principal amount of the Term A Loans as of the First Amendment Effective Date for each quarterly installment thereafter (in each case of (x), (y) and (z), subject to adjustment for (A) Term A Loans resulting from the Borrowing of the Delayed Draw Term Loans, (B) voluntary and mandatory prepayments and (V) any increase in the Term A Facility pursuant to Section 2.14), with any remaining outstanding principal amount of the Term A Loans payable on the Term Loan Maturity Date; and

(ii) commencing with the last Business Day of the Fiscal Quarter ending September 30, 2019, the Term B Loans shall be repaid to the Administrative Agent for the ratable account of the Term B Lenders in consecutive quarterly installments equal to 0.25% of the aggregate principal amount of the Term B Loans as of the First Amendment Effective Date (subject to adjustment for (x) voluntary and mandatory prepayments and (y) any increase in the Term B Facility pursuant to Section 2.14 (but not, for the avoidance of doubt, adjusted for any accrued and unpaid Additional PIK Interest)), with any remaining outstanding principal amount of the Term B Loans (including any accrued and unpaid Additional PIK Interest) payable on the Term Loan Maturity Date.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Revolving Credit Facility Termination Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

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2.14 Increase in Commitments.

(a) Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the latest Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the Term A Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50% and/or (B) the All-In Yield for the Term B Facility by more than 0.50%, then the Applicable Rate for the Term B Facility shall be increased (which increase shall be to cash-pay interest, and not Additional PIK Interest) so that the All-In Yield in respect of the Term B Facility is equal to the All-In Yield for such Incremental Term Loans minus 0.50%; (vi) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid (subject to clause (v)) and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

(b) Process for Increase. Incremental Increases may be provided by any existing Lender, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) any Incremental Term Loan or Term Loan Increase shall be offered (A) first to the then-existing Term deemed to be material and adverse to the interests of the Lenders, the Administrative Agent or the Lead Arranger unless such increase is funded with Indebtedness.

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(g) Both (i) the Specified Representations are true and correct in all material respects (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) and (ii) the Specified Purchase Agreement Representations are true and correct in all material respects, in each case as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date (except to the extent such representation or warranty expressly relates to a specified date, in which case on and as of such specified date).

(h) On the First Amendment Effective Date, after giving effect to the 2019 Acquisitions and all related Transactions to occur on or prior to the First Amendment Effective Date (including all Credit Extensions to be made on the First Amendment Effective Date), the aggregate Revolving Credit Exposure of all Lenders under the Revolving Credit Facility shall not exceed $3,500,000.

(i) Holdings and/or the Borrower shall have paid any accrued and unpaid interest, fees or commissions due hereunder, under the First Amendment or any Fee Letter (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented at least one Business Day (or such shorter time as Holdings or the Borrower may agree) prior to the First Amendment Effective Date) to the Administrative Agent, the Lead Arranger and Lenders, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby and by the First Amendment, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents or filings related to Collateral.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.

4.02 Conditions to Subsequent Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after (but not on, which shall be conditioned solely upon the provisions of Section 4.01) the First Amendment Effective Date (including any Request for Credit Extension related to Delayed Draw Term Loans, but excluding a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the prior satisfaction of Section 4.01 and each of the following conditions precedent:

(a) the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively;

(b) no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom; and

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(c) the Administrative Agent and, if applicable, a L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and

(d) the Supermajority Term B Lenders and Supermajority Pro Rata Lenders shall have consented in writing to any Credit Extension under the Revolving Credit Facility that would cause the Total Revolving Credit Outstandings to exceed $50,000,000; provided that in the event the Borrower makes any Request for Credit Extension that would result in the approval required in this clause (d) being necessary, (i) such requirement shall be identified by the Borrower in such Request for Credit Extension (without prejudice to the requirement of consent of the Supermajority Term B Lenders or Supermajority Pro Rata Lenders in this clause (d) in the event the Borrower fails so to notify in any Request for Credit Extension that in fact requires compliance with this clause (d)), (ii) such Request for Credit Extension shall be delivered at least one Business Day prior to the date that would otherwise be required for delivery in connection therewith pursuant to Section 2.02(a), Section 2.03(b) or otherwise under this Agreement, (iii) the Administrative Agent shall promptly (and in any event on the same Business Day as receipt of the Request for Credit Extension, unless such Request for Credit Extension is delivered after the times provided therefor in this Agreement, in which case such Request for Credit Extension shall be deemed to have been delivered on the next ensuing Business Day) notify each Lender of the need for approval under this clause (d) with respect to such Request for Credit Extension, (iv) each Lender shall provide its consent to, or rejection of, such Request for Credit Extension not later than 1:00 p.m. on the Business Day after the Business Day on which notice is provided it by the Administrative Agent, (v) in the event that after giving pro forma effect to such Credit Extension and the use of proceeds thereof, the Consolidated Total Leverage Ratio is less than or equal to 3.00 to 1.00, any Lender that does not expressly consent to or reject such Request for Credit Extension by such time shall be deemed to have consented to such Request for Credit Extension; and (vi) in the event that after giving pro forma effect to such Credit Extension and the use of proceeds thereof, the Consolidated Total Leverage Ratio is greater than 3.00 to 1.00, any Lender that does not expressly consent to or reject such Request for Credit Extension by such time shall be deemed to have rejected such Request for Credit Extension.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.01 and in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

4.03 Additional Conditions to Credit Extension of the Delayed Draw Term Loans. The obligation of the Lenders to make the single Credit Extension of Delayed Draw Term Loans is subject to the prior satisfaction of Section 4.01, the satisfaction of Section 4.02 on the date of such Borrowing, and each of the following additional conditions precedent:

(a) the Administrative Agent and each Lender shall have received true, correct and fully executed copies of the final purchase agreement or agreements with respect to the Subject Acquisition, and all documents, instruments and agreement related thereto (including all amendments), and all such agreements (including all amendments), documents and instruments shall be reasonably satisfactory to the Administrative Agent and the Lenders;

(b) the Subject Acquisition shall have satisfied, to the Administrative Agent’s reasonable satisfaction, each requirement for the Subject Acquisition to constitute a Permitted Acquisition, within the time frames set forth in the definition of “Permitted Acquisition”;

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(d) by no later than January 31st of each year and otherwise upon the Administrative Agent’s request, proof of insurance required to be maintained pursuant to Section 6.07 and a copy of the related policies; and

(e) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary or Minority Investment, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Lead Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Holdings and/or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Holdings, the Borrower or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Holdings and the Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal, Canadian federal, state and/or provincial securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary or Minority Investment, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary or Minority Investment and any Governmental Authority, or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary or Minority Investment, including pursuant to any applicable Environmental Laws;

(c) if any Loan Party has underlying assets which constitute “plan assets” within the Plan Asset Rules;

(d) if an ERISA Event occurs or is reasonably expected to occur, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect or any failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan, that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect;

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the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16 Cash Management Systems. (a) At all times:

(i) maintain deposit accounts (“Collection Accounts”) only at banks reasonably approved in advance by the Administrative Agent and only permit authorized signatories on each Collection Account who are reasonably approved in advance by the Administrative Agent;

(ii) provide the Administrative Agent with the account name and number with respect to each deposit account of a Loan Party within two (2) Business Days after opening or acquiring any such account, along with the authorized signatories on each such account;

(iii) direct all account debtors or other payment obligors of any Loan Party that pay by wire, ACH or other electronic funds transfer to directly remit all payments on each Loan Party’s accounts directly to a Collection Account and immediately deposit in a Collection Account all payments received from account debtors or made for inventory or other payments constituting proceeds of Collateral received in the identical form in which such payment was made, whether by cash or check;

(iv) irrevocably direct all account debtors or other payment obligors of any Loan Party that pay such Loan Party by cash or check to directly remit all payments on such Loan Party’s accounts to a Collection Account and otherwise deposit all such cash or checks received into a Collection Account; and

(v) ensure that no Person other than the Administrative Agent, for the benefit of the Secured Parties, has “control” (within the meaning of Section 9-104 of the UCC) or dominion over any deposit account of the Loan Parties.

(b) At all times, ensure that:

(i) all receivables from governmental Third Party Payor Programs are deposited by the applicable Third Party Payor, or the party which is legally entitled to the payment of the same, into separate Collection Accounts (the “Government Collections Accounts”) and not commingled with any other funds;

(ii) all Collection Accounts are subject to a “hard” account control agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which on each Business Day all amounts on deposit in such Collection Accounts, including without limitation, the Government Collections Accounts, constituting good funds shall be automatically swept to a single account of the Borrower maintained at Compass BankBBVA USA (with respect to Akumin Imaging Texas, LLC and each Subsidiary thereof that is a Loan Party), PNC Bank, National Association (with respect to other Loan Parties), or such other banks as are reasonably approved by the Administrative Agent (each such account, a “Concentration Account”); and

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any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.31 CIA Compliance. Comply in all respects with the Existing CIA.

6.32 Interest Rate Protection Not later than 60 days after the Closing Date (as such date may be extended by the Administrative Agent, in its sole discretion), enter into and maintain at all times thereafter for a period of not less than three years, interest rate Swap Contracts with Persons acceptable to the Administrative Agent in an amount equal to at least 50% of the aggregate principal amount of the Term Facilities.

6.33Additional Financial Information. Within the times set forth therein for such delivery or performance, deliver the information or perform the actions set forth in Schedule 6.33, provided that this covenant shall not be deemed to have been violated until five Business Days (or such longer period as such notifying Lender or Administrative Agent may agree) after the date any Lender or the Administrative Agent provides the Borrower notice of non-compliance with any item in Schedule 6.33.

ARTICLE VII

NEGATIVE COVENANTS

Until the Termination Date, each of Holdings, the Borrower and each other Loan Party shall not, nor shall they permit any other Subsidiary or Minority Investment or Professional Services Affiliate to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the UCC or PPSA of any jurisdiction a financing statement that names any Loan Party as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing as of the First Amendment Effective Date and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount not increased, (iii) none of the Loan Parties or their Subsidiaries or Minority Investments not a direct or contingent obligor on the Closing Date shall become a direct or contingent obligor and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);

(c) Permitted Liens;

(d) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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7.16 Formation of Subsidiaries. Organize or invest in any new Subsidiary or Minority Investment without the prior written consent of the Administrative Agent, unless such Investment is permitted pursuant to the terms hereof (including Section 7.03) and, with respect to any such action, Holdings causes such Subsidiary or Minority Investment to comply with Section 6.12.

7.17 Negative Pledge. Enter into or suffer to exist any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) in favor of the Administrative Agent or (b) in connection with (i) any purchase money Indebtedness permitted by Section 7.02(f) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (ii) any Capitalized Lease permitted by Section 7.02(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iii) Liens existing on the date hereof and described on Schedule 7.01(b) hereto, or (iv) Liens granted by Akumin FL securing the Alaris Note (so long as the Alaris Subordination Agreement is in full force and effect and has not been amended since the Closing Date in any manner adverse to the interests of the Agents, the Arranger and the Lenders without the consent of the Administrative Agent).

7.18 Changes in Locations; Name, etc. (a) Change the location of its chief executive office/chief place of business or (b) change its name or change the location where it maintains its records, unless, in either case, it shall have given the Administrative Agent at least 30 days prior written notice thereof and shall have delivered to the Administrative Agent all UCC and PPSA financing statements and amendments thereto as the Administrative Agent shall request and taken all other actions deemed reasonably necessary by the Administrative Agent to continue its perfected security interest in the Collateral.

7.19 Holdings. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of the Borrower and its Subsidiaries and other Investments, (ii) the performance of the Loan Documents, (iii) providing guarantees permitted under Section 7.02(e) hereof, (iv) the provision of corporate services to the Borrower and its Subsidiaries and other Investments (such as licensing of intellectual property rights and senior management services and, to the extent required by third parties in the ordinary course of business of the Borrower and its Subsidiaries, entering into or guaranteeing leases of real property to be utilized by the Borrower, any Subsidiary or any Professional Services Affiliate or guaranteeing obligations of the Borrower, any Subsidiary or any Professional Services Affiliate that are incurred in the ordinary course of business, to the extent such guarantees are permitted hereunder) and (v) those related to being an offering corporation, reporting issuer and a Person listed on a recognized stock exchange.

7.20 Financial Covenants.

(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2019) set forth below to exceed the ratio indicated:

Fiscal Quarter	Maximum Consolidated Total Leverage Ratio
June 30, 2019 to March 31, 2020		5.75:1.00
June 30, 2020		7.50:1.00
September 30, 2020 to December 31, 2020		9.00:1.00
March 31, 2021		8.00:1.00
June 30, 2021		5.50:1.00
September 30, 2021 to June 30, 2022		5.00:1.00
September 30, 2022 to June 30, 2023		4.75:1.00
September 30, 2023 and thereafter		4.50:1.00

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; provided that if Holdings or any of its Subsidiaries consummates a Permitted Acquisition at any time after the Fourth Amendment Effective Date, then the maximum Consolidated Total Leverage Ratio for the Fiscal Quarter in which such Permitted Acquisition is consummated and each ensuing Fiscal Quarter shall be determined in accordance with the following (without any adjustment to the required Consolidated Total Leverage Ratio for any Fiscal Quarter prior to the Fiscal Quarter in which such Permitted Acquisition is consummated):

Fiscal Quarter	Maximum Consolidated Total Leverage Ratio
June 30, 2019 to June 30, 2020		5.75:1.00
September 30, 2020 to June 30, 2021		5.50:1.00
September 30, 2021 to June 30, 2022		5.00:1.00
September 30, 2022 to June 30, 2023		4.75:1.00
September 30, 2023 and thereafter		4.50:1.00

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio to be less than (i) 1.20:1.00 as of the last day of each Fiscal Quarter (commencing withfrom and including the Fiscal Quarter ending September 30, 2018 through and including the Fiscal Quarter ending March 31, 2020, (ii) 1.00:1.00 as of the last day of each Fiscal Quarter from and including the Fiscal Quarter ending June 30, 2020 through and including the Fiscal Quarter ending March 31, 2021 and (iii) 1.20:1.00 as of the last day of each Fiscal Quarter ending on or after June 30, 2021; provided that if Holdings or any of its Subsidiaries consummates a Permitted Acquisition at any time after the Fourth Amendment Effective Date, then the required minimum Consolidated Fixed Charge Coverage Ratio for the Fiscal Quarter in which such Permitted Acquisition is consummated and each ensuing Fiscal Quarter shall be 1.20:1.00 (without any adjustment to the required Consolidated Fixed Charge Coverage Ratio for any Fiscal Quarter prior to the Fiscal Quarter in which such Permitted Acquisition is consummated).

7.21 ERISA.

(a) Permit the affairs of any Loan Party to be conducted so that the underlying assets of the any Loan Party constitutes “plan assets” within the meaning of the Plan Asset Rules.

(b) Permit the occurrence or reasonably expected occurrence of an ERISA Event that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

(c) Permit any event, condition or circumstance, including any failure by any Loan Party or any Subsidiary to perform its obligations or make all required contributions under, or maintain, or perform its fiduciary duty with respect to, any Canadian Pension Plan that, individually or in the aggregate, results or will reasonably be expected to result in a Material Adverse Effect.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc. Each of the Borrower, the Administrative Agent, theBBVA in its capacity as an L/C Issuer and the Swing Line Lender may change its address, telecopierfacsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender and each other L/C Issuer may change its address, telecopierfacsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal, Canadian federal, state and/or provincial securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal, Canadian federal, state or provincial securities Laws.

(d) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower (in the absence of the gross negligence or willful misconduct of such Person). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(e) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the

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Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

10.3 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as al L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.4 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower agrees to pay on demand (i) all costs and expenses of each Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of one primary U.S. counsel, one primary Canadian counsel and reasonably necessary local and/or regulatory counsel (limited to one regulatory counsel in any reasonably necessary specialty and to one local counsel in each reasonably necessary jurisdiction) for the Agents and the Arrangers with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with the Loan Parties or with other creditors of the Loan Parties arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent, the Arranger, each Lender and the L/C Issuer (and each Related Party of each Agent, the Arranger and each Lender) in connection with the enforcement of the Loan

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payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

10.7 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representativesRelated Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), and such disclosing Person shall, to the extent within its control, be responsible for the failure of any such Person to whom disclosure is made to comply with such confidentiality obligations), provided that disclosure of any Enhanced Information to any Related Party of the Administrative Agent or a Lender pursuant to this clause (a) shall be limited to those Related Parties that have a need to know such information in connection with the Obligations, the Loan Documents and the credit transactions contemplated hereby and thereby; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over itsuch Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisorRelated Parties) to any credit derivative transaction relating to obligations of the Loan Parties; (g) with the consent of the Borrower; (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than Holdings, the Borrower or any of their respective Subsidiaries; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Administrative Agent, and the Lenders may disclose the existence of this Agreement and information about this Agreement (A) to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions and (B) in advertisements in

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financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and the circulation of similar promotional materials, on and following the First Amendment Effective Date in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and the Loan Parties (or any of them), (ii) the Documentation Agents and their respective Affiliates’ titles and roles in connection with the Transactions and (iii) the amount, type and closing date of the Commitments and the Loans. For the purposes of this SectionAgreement , (A) “Information” means all information received from any Loan Partyor on behalf of Holdings or any Subsidiary relating to any Loan Party or its businessHoldings or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, or any Lender on a nonconfidential basis prior to disclosure by Holdings or any Loan PartySubsidiary; provided that, in the case of information received from a Loan PartyHoldings or any Subsidiary after the date hereof, such information shall be treated as confidential unless such information is clearly identified in writingat the time of delivery as not being confidential, and (B) “Enhanced Information” means all Information received from or on behalf of Holdings or any Subsidiary in connection with the entering into of the Fourth Amendment or after the Fourth Amendment Effective Date that is beyond the scope of Information provided to the Administrative Agent and the Lenders prior to the Fourth Amendment Effective Date, is of a particularly confidential nature to Holdings and its Subsidiaries, and is clearly identified by the Person providing such information as being “Enhanced Information” at the time of delivery as confidentialthereof. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (x) the Information may include material non-public information concerning Holdings or a Subsidiary, as the case may be, (y) it has developed compliance procedures regarding the use of material non-public information and (z) it will handle such material non-public information in accordance with Applicable Law, including United States Federal, Canadian federal, state and provincial securities Laws.

10.8 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness, provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Administrative Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative

28

Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

10.18 Additional Titles. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Lead Arranger and Bookrunner shall have no duties or responsibilities in their capacity as such hereunder and such Persons shall not have or be deemed to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations of the Lead Arranger or Bookrunner shall be construed to exist in this Agreement or any other Loan Document.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable Law).

29

10.20 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or othermodification hereof or of any other Loan Document), Holdings, the Borrower and each other Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arranger and the Lenders are arm’s-length commercial transactions between Holdings, the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arranger and the Lenders, on the other hand, (B) each of Holdings, the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Holdings, the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Lead Arranger nor any Lender has any obligation to Holdings, the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arranger nor any Lender has any obligation to disclose any of such interests to Holdings, the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of Holdings, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[SIGNATURE PAGES FOLLOW]

30

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AKUMIN INC., as Holdings

By:

Name:

Title:

AKUMIN CORP., as the Borrower

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANKBBVA USA, as Administrative Agent

By:

Name:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

COMPASS BANKBBVA USA, as a Lender

By:

Name:

Title:

By:

Name:

Title:

Lending Office:

[___]

Notices:

[___]

[SIGNATURES CONTINUED ON NEXT PAGE][¹]

¹ NTD: Additional Lender signature pages to be provided.

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE,

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

AKUMIN INC., as Holdings,
AKUMIN CORP., as Borrower
8300 W. Sunrise Boulevard
Plantation, FL, 33322
Attention:	Riadh Zine
Telephone:	954-577-6000
Facsimile:	954-577-5816
Electronic Mail:	riadh.zine@akumin.com

ADMINISTRATIVE AGENT:

For payments and Requests for Credit Extensions:

Administrative Agent’s Office (

Attention:	LD&FC Agency Services
Facsimile:	205-524-9604
Electronic Mail: ldfcagencyservices.us@bbva.com]
USD PAYMENT INSTRUCTIONS:
Bank Name:	Compass BankBBVA USA
Address:	8333 Douglas Ave, 2nd FL,Dallas, TX 75225
ABA #:	113010547

Account Name: Agency Services Wire GL

Account Number: 90173032

Attn: Agency Services

Reference: Akumin Corp.

For delivery of financial statements and Compliance Certificates pursuant to Sections 6.01 and 6.02:

Kyle L. Sederstrom

BBVA CompassUSA - Middle Market

Vice President - Corporate Relationship Manager

Fort Worth - Two Museum Place

3131 West 7th Street, Suite 200

Fort Worth, Texas 76107

Telephone:	817 735 0979
Facsimile:	817 375 3535
Electronic Mail:	kyle.sederstrom@bbva.com

For delivery of other Notices to Administrative Agent:

COMPASS BANK d/b/a BBVA COMPASSUSA

Attention: Kyle Sederstrom

Electronic Mail: ldfcagencyservices.us@bbva.com, kyle.sederstrom@bbva.com, and

ny.us.syndicated.finance.group@bbva.com.

Annex II

(to Fourth Amendment to Loan Documents)

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

REVOLVING CREDIT FACILITY

Revolving Credit Lender	Revolving Credit Commitment		Applicable Percentage (Revolving Credit Facility)
Compass Bank	$	45,000,000.00		65.217391304	%
Bank of Nova Scotia	$	12,000,000.00		17.391304348	%
BankUnited, N.A.	$	7,000,000.00		10.144927536	%
National Bank of Canada	$	5,000,000.00		7.246376812	%
Total:	$	69,000,000.00		100.000000000	%

Annex III

(to Fourth Amendment to Loan Documents)

Schedule 6.33

SCHEDULE 6.33

[Redacted for confidentiality reasons]

Confidential and Non-Public Information in accordance with the Credit Agreement to which this Schedule 6.33 is attached.

EX-99.74

Exhibit 99.74

Akumin to Host Second Quarter 2020 Financial Results Call on August 13, 2020

July 23, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU, AKU.U) (“Akumin” or the “Company”) will host a conference call at 8:30 a.m. Eastern Time, August 13, 2020, to discuss its second quarter 2020 financial results.

To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. There will also be simultaneous and archived webcasts available at https://akum.in/AkuminSecondQuarter2020Results. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Thursday, August 20, 2020 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 7967905.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”,

“could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect

Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

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EX-99.75

Exhibit 99.75

Akumin to Present at the Canaccord Genuity 40th Annual Growth Conference on August 13, 2020

July 29, 2020 – Toronto, ON – Akumin Inc. (“Akumin” or the “Corporation”) (TSX: AKU.U; AKU) announced today that Riadh Zine, CEO of Akumin, will present at the Canaccord Genuity 40th Annual Growth Conference on Thursday, August 13th at 3:00 p.m. Eastern Time.

The conference is being held virtually and will take place from August 11 -13, 2020. For more information, please visit https://www.canaccordgenuity.com/capital-markets/about-us/events/cg-2020/

Details for Akumin’s Presentation

Event: Canaccord Genuity 40th Annual Growth Conference

Date: Thursday, August 13th

Time: 3:00 – 3:25 p.m. Eastern Time

The presentation will be webcast live and can be accessed by using the following link: https://wsw.com/webcast/canaccord42/aku.u-to/.

Following the event, a replay of the webcast presentation will be available on Akumin’s website at: https://akumin.com/investor-relations/presentations/.

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

EX-99.76

Exhibit 99.76

DRAFT

Akumin Inc. Announces Second Quarter 2020 Financial Results

August 12, 2020 – Toronto, ON – Akumin Inc. (TSX: AKU.U, AKU) (“Akumin” or the “Corporation”) announced today its financial results for the quarter ended June 30, 2020 (“Q2 Fiscal 2020”).

Summary Consolidated Financial Results (in thousands, except for per share amounts)

	3-month period ended Jun. 30, 2020			3-month period ended Jun. 30, 2019			6-month period ended Jun. 30, 2020			6-month period ended Jun. 30, 2019
Volume in RVUs		1,094			1,163			2,619			2,229
Revenue		53,628			53,985			124,980			101,536
EBITDA (1)		15,540			11,244			35,853			23,288
Adjusted EBITDA (1)		13,723			12,290			28,691			21,542
EPS –Diluted		(0.04	)		(0.01	)		(0.02	)		0.02
Adjusted EPS – Diluted (1)		0.01			0.06			0.03			0.11

⁽¹⁾  See “Non-IFRS Measures” below.

Commenting on the Q2 Fiscal 2020 financial results, Riadh Zine, President and Chief Executive Officer of the Corporation, said, “During the quarter ending June 30, 2020 we generated revenue of $53.6 million. Although our RVU volume during the quarter declined by approximately 28% vs. that in Q1 Fiscal 2020, by effectively implementing our cost containment strategies, and with the help and dedication of our employees, we were able to generate Adjusted EBITDA of $13.7 million.

“Akumin’s volume in Q2 Fiscal 2020 was approximately 1,094,000 RVUs, compared to approximately 1,163,000 RVUs in Q2 Fiscal 2019, a decrease of 6%. On an organic volume basis, RVUs decreased by 30% compared to the same prior period. During Q2 Fiscal 2020, our volumes were significantly impacted by the COVID-19 pandemic,” Mr. Zine continued. The Corporation reports the volume of procedures performed in its diagnostic imaging centers based on relative-value units, or RVUs, instead of the number of procedures. RVUs are a standardized measure of value used in the U.S. Medicare reimbursement formula for physician services which provides weighting to distinguish the complexity of different procedures.

“As stay-at-home orders lifted and the general understanding of the coronavirus disease improved, our volume began to recover,” added Mr. Zine. “As compared to early March 2020, our daily average volume recovered from a low point of an approximate 55% decline in mid-April 2020, a 25% decline by the end of May 2020 and a 15% decline by the end of June 2020. While we have seen increased pandemic cases in Florida and Texas, two of our major markets, volume in the current Q3 Fiscal 2020 continues to be between 10 and 15% below early March 2020 volumes. This demonstrates the resiliency of the Akumin platform providing an essential healthcare service.

“In addition, we finished the quarter with $28.1 million cash-on-hand. The increase of $11.5 million in the cash position during this quarter is mainly due to Free Cash Flow generation of $4.9 million, and the receipt of a $1.1 million grant from Health and Human Services (HHS) and accelerated Medicare payments of $3.1 million under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Services (CMS). The HHS grant and CMS advance were both received from programs made available to Medicare providers under the CARES Act. The accelerated Medicare payments are expected to be repaid against future Medicare services performed starting in late Q3 2020. Our revolving credit facility has over $40 million in undrawn committed capital, and we have not needed to draw on our revolving credit facility for working capital purposes since the COVID-19 pandemic began.”

Second Quarter Fiscal 2020 Financial Results Call

Akumin would like to invite interested parties to the Corporation’s Second Quarter Fiscal 2020 Financial Results Call, to be held on August 13, 2020 from 8:30 a.m. to 9:00 a.m. Eastern Time. To access the conference call, dial toll-free in Canada or the U.S. 888-231-8191 or, for international callers, 647-427-7450. A related presentation will be available for download on Akumin’s website (www.akumin.com) and at https://akum.in/AkuminSecondQuarter2020Results. Participants are asked to connect at least 10 minutes prior to the beginning of the call to ensure participation. The webcast archive will be available for 90 days. A replay of the conference call will also be available until Thursday, August 20, 2020 by calling 416-849-0833 or toll-free 1-855-859-2056, using passcode number 7967905.

Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted or comparable basis, are non-IFRS measures. See “Non-IFRS Measures” and “Selected Consolidated Financial Information” of this press release for further details. The Corporation’s consolidated financial statements for Q2 Fiscal 2020 and related management’s discussion and analysis are available under Akumin’s profile on SEDAR (www.sedar.com).

About Akumin

Akumin is a leading provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States with a network of owned and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois, Kansas and Georgia. By combining our clinical expertise with the latest advances in technology and information systems, our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our imaging procedures include MRI, CT, positron emission tomography (PET), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures.

Non-IFRS Measures

This press release refers to certain non-IFRS measures. These non-IFRS measures are not recognized measures under the International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted net income (loss) attributable to shareholders of Akumin” and “Adjusted EPS – Diluted”. These non-IFRS measures are used

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to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis dated August 12, 2020 available at www.sedar.com.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Corporation before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

“Free Cash Flow” means Adjusted EBITDA less cash interest paid (excluding IFRS 16 impact on leases) and cash capital expenditures.

Forward-Looking Information

Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2020, which is available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such

- 3 -

estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

For further information:

R. Jeffrey White

Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

<Financial tables follow.>

- 4 -

Selected Consolidated Financial Information

(in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019
Service fees – net of allowances and discounts		53,157			53,410
Other revenue		471			575
Revenue		53,628			53,985
Employee compensation		15,881			18,861
Reading fees		7,423			7,780
Rent and utilities		3,535			2,306
Third party services and professional fees		4,815			3,963
Administrative		2,626			2,933
Medical supplies and other expenses		1,949			1,675
Depreciation and amortization		8,601			6,635
Stock-based compensation		566			935
Interest expense		10,402			5,300
Settlement costs and other (recoveries)		(549	)		(14	)
Acquisition related costs		81			1,764
Financial instruments revaluation and other (gains) losses		1,275			1,994
Income (loss) before income taxes		(2,977	)		(147	)
Income tax provision (recovery)		(426	)		270
Non-controlling interests		486			544
Net income (loss) attributable to shareholders of Akumin		(3,037	)		(961	)

Adjusted EBITDA (in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019
Revenue		53,628			53,985
Less:
Employee compensation		15,881			18,861
Reading fees		7,423			7,780
Rent and utilities		3,535			2,306
Third party services and professional fees		4,815			3,963
Administrative		2,626			2,933
Medical supplies and other expenses		1,949			1,675
IFRS 16 impact on leases		3,190			3,633
Sub-total		39,419			41,151
Non-controlling interests		486			544
Adjusted EBITDA		13,723			12,290
Adjusted EBITDA Margin		26	%		23	%

- 5 -

(in thousands)	Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Service fees – net of allowances and discounts		123,794			100,365
Other revenue		1,096			1,171
Revenue		124,890			101,536
Employee compensation		40,699			36,664
Reading fees		18,346			14,767
Rent and utilities		6,248			4,199
Third party services and professional fees		11,107			7,515
Administrative		6,510			5,644
Medical supplies and other expenses		4,506			3,142
Depreciation and amortization		17,106			12,765
Stock-based compensation		1,158			1,953
Interest expense		20,227			8,770
Settlement costs and other (recoveries)		(194	)		(1,231	)
Acquisition related costs		300			2,550
Financial instruments revaluation and other (gains) losses		(745	)		2,052
Income (loss) before income taxes		(378	)		2,746
Income tax provision		19			545
Non-controlling interests		1,102			993
Net income (loss) attributable to shareholders of Akumin		(1,499	)		1,208

Adjusted EBITDA (in thousands)	Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Revenue		124,890			101,536
Less:
Employee compensation		40,699			36,664
Reading fees		18,346			14,767
Rent and utilities		6,248			4,199
Third party services and professional fees		11,107			7,515
Administrative		6,510			5,644
Medical supplies and other expenses		4,506			3,142
IFRS 16 impact on leases		7,681			7,070
Sub-total		95,097			79,001
Non-controlling interests		1,102			993
Adjusted EBITDA		28,691			21,542
Adjusted EBITDA Margin		23	%		21	%

- 6 -

Reconciliation of Non-IFRS Measures

(in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Net income (loss) attributable to shareholders of Akumin		(3,037	)		(961	)		(1,499	)		1,208
Income tax provision (recovery)		(426	)		270			19			545
Depreciation and amortization		8,601			6,635			17,106			12,765
Interest expense		10,402			5,300			20,227			8,770
EBITDA		15,540			11,244			35,853			23,288
Adjustments:
Stock-based compensation		566			935			1,158			1,953
Settlement costs and other (recoveries)		(549	)		(14	)		(194	)		(1,231	)
Acquisition-related costs		81			1,764			300			2,550
Financial instruments revaluation and other (gains) losses		1,275			1,994			(745	)		2,052
IFRS 16 impact on leases		(3,190	)		(3,633	)		(7,681	)		(7,070	)
Adjusted EBITDA		13,723			12,290			28,691			21,542
Revenue		53,628			53,985			124,890			101,536
Adjusted EBITDA Margin		26	%		23	%		23	%		21	%
Adjusted EBITDA		13,723			12,290			28,691			21,542
Less:
Depreciation and amortization		8,601			6,635			17,106			12,765
Interest expense		10,402			5,300			20,227			8,770
Add:
IFRS 16 impact on depreciation and interest expense		5,868			4,793			11,799			9,383
Sub-total		588			5,148			3,157			9,390
Effective tax rate (1)		24.1	%		24.3	%		24.1	%		24.3	%
Tax effect		142			1,248			761			2,277
Adjusted net income attributable to shareholders of Akumin		446			3,900			2,396			7,113

(1) Effective tax rate is the U.S. federal and state blended statutory tax rate estimated for Akumin for the period.

- 7 -

EX-99.77

Exhibit 99.77

Management’s Discussion and

Analysis of Financial Condition

and Results of Operations

For the three-month and six-month periods ended June 30, 2020 and 2019

August 12, 2020

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 1

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
NON-IFRS MEASURES	3
FORWARD-LOOKING STATEMENTS	3
OVERVIEW	5
SUMMARY OF FACTORS AFFECTING OUR PERFORMANCE	5
Number of Clinics	5
Competition	6
Industry Trends	6
HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS	6
IFRS Measures	6
Non-IFRS Measures	7
FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS	7
Acquisition Activity	7
Newly Adopted Accounting Standards	8
Segments	8
RECENT DEVELOPMENTS	8
Acquisition-Related Activity	8
Tuck-in Acquisitions	8
COVID-19	8
Government Payments	9
Amended May 2019 Loans	9
Exercise of Certain RSUs and Warrants	9
RESULTS OF OPERATIONS	10
RESULTS OF OPERATIONS	12
SELECTED CONSOLIDATED STATEMENTS OF BALANCE SHEET INFORMATION	14
SELECTED FINANCIAL INFORMATION	16
LIQUIDITY AND CAPITAL RESOURCES	17
General	17
Lending Arrangements and Debt	18
FINANCIAL INSTRUMENTS	20
OFF-BALANCE SHEET ARRANGEMENTS	20
SHARE INFORMATION	20
RELATED PARTY TRANSACTIONS	21
CRITICAL ACCOUNTING ESTIMATES	21
Accounts Receivable and Allowance for Credit Losses	21
Impairment of Goodwill and Long-Lived Assets	21
Income Taxes	22
Business Combinations	22
Contractual Allowances	22
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING	22
RISK FACTORS	22
ADDITIONAL INFORMATION	23

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis dated August 12, 2020 (“MD&A”) provides information concerning Akumin Inc.’s (“Akumin” or the “Company”) financial condition and results of operations. You should read the following MD&A together with our condensed consolidated interim financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See “Forward-Looking Statements”.

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. These non-IFRS measures are not recognized measures under International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Adjusted net income (loss) attributable to shareholders of Akumin” (each as defined below). These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures as follows:

“EBITDA” means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (recovery) and depreciation and amortization.

“Adjusted EBITDA” means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, one-time adjustments and IFRS 16 impact on leases.

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by the revenue in the period.

“Adjusted net income (loss) attributable to shareholders of Akumin” means Adjusted EBITDA less depreciation and amortization and interest expense (excluding IFRS 16 impact on depreciation and interest expense), taxed at Akumin’s estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 3

these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:

• expected performance and cash flows;

• changes in laws and regulations affecting the Company;

• expenses incurred by the Company as a public company;

• future growth of the diagnostic imaging market;

• changes in reimbursement rates by payors;

• the outcome of litigation and payment obligations in respect of prior settlements;

• the availability of radiologists at our contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• potential synergies from acquisitions;

• non-wholly owned and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants;

• anticipated costs of capital investments; and

• future compensation of named executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• our ability to successfully grow the market and sell our services;

• general market conditions in our industry;

• our ability to service existing debt;

• our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire;

• our ability to achieve the financing necessary to complete our acquisitions;

• our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions;

• market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

• unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

• delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities;

• changes in laws and regulations;

• the loss of key management or personnel;

• the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and

• the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

• no unforeseen changes in the legislative and operating framework for our business;

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 4

• no unforeseen changes in the prices for our services in markets where prices are regulated;

• no unforeseen changes in the regulatory environment for our services;

• a stable competitive environment; and

• no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

Overview

We are a provider of outpatient diagnostic imaging services in the United States, with freestanding centers located across Florida, Pennsylvania, Delaware, Texas, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

Summary of Factors Affecting Our Performance

Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve this growth depends on a number of factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the “Risk Factors” section of this MD&A.

Number of Clinics

We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic growth and acquisition. The opening and success of new facilities is subject to numerous factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, and other factors, some of which are beyond Akumin’s control.

The following table shows the number of Akumin diagnostic imaging facilities:

	As at Jun 30, 2020		As at Dec 31, 2019		As at Dec 31, 2018		As at Dec 31, 2017
Number of Diagnostic Imaging Facilities		128		129		96		74

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 5

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.

We also face competition from other diagnostic imaging companies in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.

Akumin’s multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Company’s revenue sources. The Company’s scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

How We Assess the Performance of Our Business

The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under IFRS. See “Non-IFRS Measures”.

IFRS Measures

Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:

• Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients based mainly on established contractual billing rates, less allowances for contractual adjustments and discounts and allowances. This service fee revenue is primarily comprised of fees for the use of the Company’s diagnostic imaging equipment and provision of medical supplies. Service fee revenue is recorded during the period in which the Company’s performance obligations are satisfied, based on the estimated collectible amounts from the patients and third-party payers. Third party payers include federal and state agencies (such as Medicare and Medicaid programs), managed care health plans, commercial insurance companies, other payors, and employers. Estimates of contractual allowances are based on the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are based on predetermined rates per discounted fee-for-service rates. A provision for credit losses is also recorded, based partly on historical collection experience. The Company regularly attempts to estimate its expected reimbursement for patients based on the applicable contract terms. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.

• Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees and fees for other services provided to third parties. Revenue is recorded during the period in which the Company’s performance obligations under the contract are satisfied by the Company.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 6

Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures. For a discussion on how we utilize non-IFRS measures, see “Non-IFRS Measures”. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable IFRS financial performance measure.

(in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019			Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Net income (loss) attributable to shareholders of Akumin		(3,037	)		(961	)		(1,499	)		1,208
Income tax provision (recovery)		(426	)		270			19			545
Depreciation and amortization		8,601			6,635			17,106			12,765
Interest expense		10,402			5,300			20,227			8,770
EBITDA		15,540			11,244			35,853			23,288
Adjustments:
Stock-based compensation		566			935			1,158			1,953
Settlement costs and other (recoveries)		(549	)		(14	)		(194	)		(1,231	)
Acquisition-related costs		81			1,764			300			2,550
Financial instruments revaluation and other (gains) losses		1,275			1,994			(745	)		2,052
IFRS 16 impact on leases		(3,190	)		(3,633	)		(7,681	)		(7,070	)
Adjusted EBITDA		13,723			12,290			28,691			21,542
Revenue		53,628			53,985			124,890			101,536
Adjusted EBITDA Margin		26	%		23	%		23	%		21	%
Adjusted EBITDA		13,723			12,290			28,691			21,542
Less:
Depreciation and amortization		8,601			6,635			17,106			12,765
Interest expense		10,402			5,300			20,227			8,770
Add:
IFRS 16 impact on depreciation and interest expense		5,868			4,793			11,799			9,383
Sub-total		588			5,148			3,157			9,390
Effective tax rate (1)		24.1	%		24.3	%		24.1	%		24.3	%
Tax effect		142			1,248			761			2,277
Adjusted net income attributable to shareholders of Akumin		446			3,900			2,396			7,113

(1) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

Factors Affecting the Comparability of Our Results

Acquisition Activity

The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 7

Newly Adopted Accounting Standards

Our condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 consolidated financial statements, except as described in Note 3 of the condensed interim consolidated financial statements relating to the amendments to IFRS 3 and IAS 1 and IAS 8 which became effective January 1, 2020. The adoption of the amendments to these standards did not have a material impact on the condensed interim consolidated financial statements in the current or comparative periods. The Company was not required to make retrospective adjustments as a result of adopting these standards.

Segments

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.

Recent Developments

Acquisition-Related Activity

During the three-month and six-month periods ended June 30, 2020, the Company continued its strategy of integrating the operations of prior acquisitions and exploring potential acquisition targets. For information relating to further developments, see the Company’s annual information form dated March 31, 2020 for the year ended December 31, 2019, and other public disclosure available under the Company’s profile on SEDAR at www.sedar.com.

Tuck-in Acquisitions

On January 1, 2020, the Company acquired, through a subsidiary, in two separate transactions, a single outpatient diagnostic imaging center in Coral Springs, Florida and a single outpatient diagnostic imaging center in Crystal Lake, Illinois, for aggregate cash consideration of approximately $3.3 million (the “2020 Acquisitions”). Both acquisitions were opportunities for the Company to increase its presence in their respective markets.

COVID-19

Commencing during Q1 2020 and continuing through Q2 2020 and beyond, a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 8

safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential reduction in revenue and income and asset impairments.

Government Payments

During April 2020, the Company received approximately $1 million under the first appropriation made by Health and Human Services (“HHS”) to Medicare providers pursuant to the CARES Act. Additional grants may be available to the Company through subsequent appropriations under this program. Further, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (“CMS”). These payments are required to be repaid beginning 120 days after their receipt in April through the adjudication of Medicare claims over a future period.

Amended May 2019 Loans

The credit agreement related to the May 2019 Loans was amended on June 2, 2020. Pursuant to this amendment, Akumin’s revolving credit facility has been increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million will require consent of lenders holding two-thirds of the outstanding principal of Term Loan B facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities. As at the time of the amendment and as at the date of this MD&A, the Company has approximately $28.4 million drawn on its revolving credit facility.

In addition, among other things, the amendment adjusted Akumin’s leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B facility, an additional payment equal to 2% of the amount prepaid will need to be paid at the time of prepayment until June 2, 2021 and equal to 1% of the amount prepaid within the subsequent 12 months.

Exercise of Certain RSUs and Warrants

As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan, resulting in 52,500 vested RSUs outstanding as at March 31, 2020. All of the remaining 52,500 RSUs were settled for common shares in accordance with the terms of the RSU Plan during the three-month period ended June 30, 2020. As at June 30, 2020, the Company had no RSUs outstanding.

During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 9

Results of Operations

(i) Three-month period ended June 30, 2020 compared to three-month period ended June 30, 2019

The following tables summarize our results of operations for the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019.

(in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019
Service fees – net of allowances and discounts		53,157			53,410
Other revenue		471			575
Revenue		53,628			53,985
Employee compensation		15,881			18,861
Reading fees		7,423			7,780
Rent and utilities		3,535			2,306
Third party services and professional fees		4,815			3,963
Administrative		2,626			2,933
Medical supplies and other expenses		1,949			1,675
Depreciation and amortization		8,601			6,635
Stock-based compensation		566			935
Interest expense		10,402			5,300
Settlement costs and other (recoveries)		(549	)		(14	)
Acquisition related costs		81			1,764
Financial instruments revaluation and other (gains) losses		1,275			1,994
Income (loss) before income taxes		(2,977	)		(147	)
Income tax provision (recovery)		(426	)		270
Non-controlling interests		486			544
Net income (loss) attributable to shareholders of Akumin		(3,037	)		(961	)

Adjusted EBITDA (in thousands)	Three-month period ended Jun 30, 2020			Three-month period ended Jun 30, 2019
Revenue		53,628			53,985
Less:
Employee compensation		15,881			18,861
Reading fees		7,423			7,780
Rent and utilities		3,535			2,306
Third party services and professional fees		4,815			3,963
Administrative		2,626			2,933
Medical supplies and other expenses		1,949			1,675
IFRS 16 impact on leases		3,190			3,633
Sub-total		39,419			41,151
Non-controlling interests		486			544
Adjusted EBITDA		13,723			12,290
Adjusted EBITDA Margin		26	%		23	%

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 10

Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on relative-value-units (“RVUs”). RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended June 30, 2020 were 1,094 (in thousands) compared to 1,163 in the three-month period ended June 30, 2019. In fiscal 2019, the Company completed an acquisition in Davie, Florida effective April 1, 2019, the acquisition of Advanced Diagnostic Group and its related entities effective May 31, 2019, an acquisition in Deltona, Florida effective May 31, 2019, an acquisition in El Paso, Texas effective August 16, 2019 and an acquisition in West Palm Beach, Florida effective October 4, 2019 (collectively, the “2019 Acquisitions”). The Company completed the 2020 Acquisitions effective January 1, 2020. Excluding the 2019 Acquisitions (except for the Davie Acquisition and pro-rating for the Deltona Acquisition and the ADG Acquisitions) and the 2020 Acquisitions, on a same-center basis, RVUs were 804 in the three-month period ended June 30, 2020 compared to 1,154 in the three-month period ended June 30, 2019, which represents a decrease of approximately 30%.

Revenue was $53,628 and $53,985 for the three-month periods ended June 30, 2020 and 2019, respectively. The variance is mainly due to the 2019 Acquisitions and 2020 Acquisitions, partly offset by impact of COVID-19 pandemic. In the three-month period ended June 30, 2020, approximately 31% of service fee revenue was earned from auto/attorney payors, compared to approximately 22% in the three-month period ended June 30, 2019.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 35% to 30% in the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019. This decrease is mainly attributable to the 2019 and 2020 Acquisitions and cost control measures taken in response to impact of COVID-19 pandemic.

Reading fees. For the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019, reading fees, as a percentage of revenue, remained consistent at 14%.

Rent and utilities. For the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019, rent and utilities increased from 4% of revenue to 7% of revenue. Excluding the impact of IFRS 16, rent and utilities were 12% of revenue in the three-month periods ended June 30, 2020 compared to 10% in the three-month period ended June 30, 2019. The increase is mainly due to reduction in revenue arising from COVID-19 pandemic and the relatively fixed nature of rent and utilities expense.

Third party services and professional fees. For the three-month period ended June 30, 2020, third party services and professional fees as a percentage of revenue were 9%, compared to 7% in the three-month period ended June 30, 2019. This increase is mainly attributable to impact of COVID-19 pandemic on revenues.

Administrative expenses and medical supplies and other expenses. For the three-month period ended June 30, 2020 compared to the three-month period ended June 30, 2019, administrative expenses and medical supplies and other expenses remained consistent at approximately 9% of revenue. Excluding the impact of IFRS 16, the administrative expenses and medical supplies were 9% of revenue in the three-month periods ended June 30, 2020 and June 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for the three-month period ended June 30, 2020 was $13,723 compared to $12,290 for the three-month period ended June 30, 2019. The variance is mainly attributable to the 2019 Acquisitions and the 2020 Acquisitions, partly offset by the negative impact of COVID-19. Adjusted EBITDA Margin for the three-month period ended June 30, 2020 was 26% compared to 23% for the three-month period ended June 30, 2019. The higher margin was mainly due to the 2019 Acquisitions and 2020 Acquisitions and cost control measures partly offset by negative impact of COVID-19.

Net income (loss) attributable to shareholders of Akumin. The net loss attributable to shareholders of Akumin was $3,037 (6% of revenue) for the three-month period ended June 30, 2020 and net loss for the three-month period ended June 30, 2019 was $961 (2% of revenue). This decrease in net income is mainly due to disruption to volume due to COVID-19, offset by timing of the above noted 2019 Acquisitions and 2020 Acquisitions, HHS grants received and gain on revaluation of ADG Acquisition Earn-out liability.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 11

Results of Operations

(ii) Six-month period ended June 30, 2020 compared to six-month period ended June 30, 2019

The following tables summarize our results of operations for the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019.

(in thousands)	Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Service fees – net of allowances and discounts		123,794			100,365
Other revenue		1,096			1,171
Revenue		124,890			101,536
Employee compensation		40,699			36,664
Reading fees		18,346			14,767
Rent and utilities		6,248			4,199
Third party services and professional fees		11,107			7,515
Administrative		6,510			5,644
Medical supplies and other expenses		4,506			3,142
Depreciation and amortization		17,106			12,765
Stock-based compensation		1,158			1,953
Interest expense		20,227			8,770
Settlement costs and other (recoveries)		(194	)		(1,231	)
Acquisition related costs		300			2,550
Financial instruments revaluation and other (gains) losses		(745	)		2,052
Income (loss) before income taxes		(378	)		2,746
Income tax provision		19			545
Non-controlling interests		1,102			993
Net income (loss) attributable to shareholders of Akumin		(1,499	)		1,208

Adjusted EBITDA (in thousands)	Six-month period ended Jun 30, 2020			Six-month period ended Jun 30, 2019
Revenue		124,890			101,536
Less:
Employee compensation		40,699			36,664
Reading fees		18,346			14,767
Rent and utilities		6,248			4,199
Third party services and professional fees		11,107			7,515
Administrative		6,510			5,644
Medical supplies and other expenses		4,506			3,142
IFRS 16 impact on leases		7,681			7,070
Sub-total		95,097			79,001
Non-controlling interests		1,102			993
Adjusted EBITDA		28,691			21,542
Adjusted EBITDA Margin		23	%		21	%

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 12

Volume and revenue. RVUs related to service fee revenues in the six-month period ended June 30, 2020 were 2,619 (in thousands) compared to 2,229 in the six-month period ended June 30, 2019. Excluding the 2019 Acquisitions (except pro-rating for the Davie Acquisition, the Deltona Acquisition and the ADG Acquisitions) and the 2020 Acquisitions, on a same-center basis, RVUs were 1,864 in the six-month period ended June 30, 2020 compared to 2,209 in the six-month period ended June 30, 2019, which represents a decrease of approximately 16%.

Revenue was $124,890 and $101,536 for the six-month periods ended June 30, 2020 and 2019, respectively. The variance is mainly due to the 2019 Acquisitions and 2020 Acquisitions, partly offset by impact of COVID-19 pandemic. In the six-month period ended June 30, 2020, approximately 32% of service fee revenue was earned from auto/attorney payors, compared to approximately 18% in the six-month period ended June 30, 2019.

Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 36% to 33% in the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019. This decrease is mainly attributable to the 2019 and 2020 Acquisitions and cost control measures taken in response to impact of COVID-19 pandemic.

Reading fees. For the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019, reading fees, as a percentage of revenue, remained consistent at 15%.

Rent and utilities. For the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019, rent and utilities increased from 4% of revenue to 5% of revenue. Excluding the impact of IFRS 16, rent and utilities were 11% of revenue in the six-month period ended June 30, 2020 compared to 10% in the six-month period ended June 30, 2019. The increase is mainly due to reductions in revenue arising from COVID-19 pandemic and the relatively fixed nature of rent and utilities expense.

Third party services and professional fees. For the six-month period ended June 30, 2020, third party services and professional fees as a percentage of revenue were 9%, compared to 7% in the six-month period ended June 30, 2019. This increase is mainly attributable to the impact of COVID-19 pandemic on revenues.

Administrative expenses and medical supplies and other expenses. For the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019, administrative expenses and medical supplies and other expenses remained consistent at approximately 9% of revenue. Excluding the impact of IFRS 16, the administrative expenses and medical supplies were 9% of revenue in the six-month periods ended June 30, 2020 and June 30, 2019.

Adjusted EBITDA. Adjusted EBITDA for the six-month period ended June 30, 2020 was $28,691 compared to $21,542 for the six-month period ended June 30, 2019. The variance is mainly attributable the 2019 Acquisitions and the 2020 Acquisitions, partly offset by the negative impact of COVID-19 starting in March 2020. Adjusted EBITDA Margin for the six-month period ended June 30, 2020 was 23% compared to 21% for the six-month period ended June 30, 2019. The higher margin was mainly due to the 2019 Acquisitions, 2020 Acquisitions and cost control measures, partly offset by negative impact of COVID-19.

Net income (loss) attributable to shareholders of Akumin. The net loss attributable to shareholders of Akumin was $1,499 (1% of revenue) for the six-month period ended June 30, 2020 and net income for the six-month period ended June 30, 2019 was $1,208 (1% of revenue). This decrease in net income is mainly due to disruption to volume due to COVID-19, partly offset by timing of the above noted 2019 Acquisitions and 2020 Acquisitions, HHS grants received and gain on revaluation of ADG Acquisition Earn-out liability.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 13

Selected Consolidated Statements of Balance Sheet Information

Consolidated Statements of Financial Position (in thousands)	As at Jun 30, 2020		As at Dec 31, 2019		As at Dec 31, 2018		As at Dec 31, 2017
Cash		28,075		23,389		19,326		12,145
Total assets		680,920		663,384		240,778		170,748
Less: Right of use assets		126,302		123,631		—		—
Total assets, excluding right of use assets		554,618		539,753		240,778		170,748
Total debt (1)		502,404		479,120		117,507		75,765
Less: Other lease liabilities		135,322		128,684		—		—
Total debt, excluding other lease liabilities		367,082		350,436		117,507		75,765
Total non-current liabilities		487,966		473,349		113,789		72,219
Non-controlling interests		3,291		2,904		2,467		6,341
Shareholders’ equity		138,351		138,692		103,938		74,065
Cash dividends declared (per-share)		n/a		n/a		n/a		n/a

(1) Total debt consists of borrowing under the credit facility, subordinated debt, subordinated debt-earn-out, Wesley Chapel Loan, derivative financial instrument liabilities and leases (including finance leases and other leases), including both the current and non-current portions.

Cash was $28,075 as at June 30, 2020, an increase of $4,686, as compared to $23,389 as at December 31, 2019. The increase in cash during the six-month period ended June 30, 2020 was due to $14,891 from operating activities, partly offset by $7,915 used in investing activities and $2,290 used in financing activities.

Accounts receivable were $91,881 as at June 30, 2020, an increase of $9,014, as compared to $82,867 as at December 31, 2019. This increase is mainly due to lower cash collections due to impact of COVID-19 and 2020 Acquisitions.

As at June 30, 2020, assuming pre-COVID-19 revenue levels, the Company’s days of sales outstanding (“DSO”) were approximately 108 days (approximately 108 days at March 31, 2020). Excluding attorney/auto payors, DSO were approximately 70 days (approximately 74 days at March 31, 2020). The relative stability in overall DSO is mainly due to impact of COVID-19 on cash collections, higher proportion of accounts receivable from attorney/auto payors with a longer collection cycle, continued rationalization of our billing systems and processes, and billing disruption resulting from our efforts to consolidate the attorney/auto billing team across the Company.

Property and equipment was $204,678 as at June 30, 2020, an increase of $5,054, as compared to $199,624 as at December 31, 2019. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for the 2020 Acquisitions (collectively, $4,214), additions to right of use assets ($8,588), and capital expenditures ($10,730) partly offset by depreciation ($15,745) and net disposals ($2,733).

Intangible assets were $8,033 as at June 30, 2020, a decrease of $1,354, as compared to $9,387 as at December 31, 2019. This decrease is mainly due to amortization recorded in the period.

Goodwill was $344,023 as at June 30, 2020, an increase of $1,801 of as compared to $342,222 as at December 31, 2019. This increase is attributable to goodwill recognized from the 2020 Acquisitions (collectively, $1,675) and working capital settlement adjustments related to 2019 Acquisitions.

Total debt (excluding other lease liabilities) was $367,082 as at June 30, 2020, an increase of $16,646 as compared to $350,436 as at December 31, 2019. This increase is attributable to increases in the Amended May 2019 Loans ($6,300), non-cash interest accretion and paid-in-kind interest ($2,121), loss on revaluation of derivative financial instruments liability ($4,238), loss on modification of the Amended May 2019 Loans ($3,125), loss on revaluation of Subordinated Note – Earn-out ($8) and increase in finance lease liabilities ($5,387), partly offset by loan repayments ($1,851) and debt issuance costs ($2,682).

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 14

The Company’s shareholders’ equity was $138,351 as at June 30, 2020, a decrease of $341 as compared to $138,692 as at December 31, 2019. This decrease is due to net loss of $1,499 earned by the Company during the six-months ended June 30, 2020, partly offset by stock-based compensation of $1,158.

Non-controlling interests were $3,291 as at June 30, 2020, an increase of $387, as compared to $2,904 as at December 31, 2019. The non-controlling interests are associated with the Texas Acquisition. In the six-month period ended June 30, 2020 net income attributable to the non-controlling interests was $1,101, partly offset by distributions of $714.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 15

Selected Financial Information

The following table shows selected quarterly financial information for the past eight quarters:

(in thousands, except EPS) (1)	Q2 2020			Q1 2020			Q4 2019			Q3 2019			Q2 2019			Q1 2019			Q4 2018			Q3 2018
RVUs		1,094			1,525			1,583			1,435			1,163			1,066			1,020			850
Revenue		53,628			71,262			77,026			68,874			53,985			47,551			45,452			39,131
Adjusted EBITDA		13,723			14,968			20,231			18,039			12,290			9,251			9,200			8,285
Adjusted EBITDA Margin		26	%		21	%		26	%		26	%		23	%		19	%		20	%		21	%
Depreciation and amortization		8,601			8,504			7,364			8,142			6,635			6,130			3,003			2,577
IFRS 16 impact on depreciation		3,430			3,517			2,797			3,442			3,110			2,996			—			—
Depreciation and amortization excluding IFRS 16 impact		5,171			4,987			4,567			4,700			3,525			3,134			3,003			2,577
Interest expense		10,402			9,825			10,576			9,591			5,300			3,469			1,778			1,482
IFRS 16 impact on interest expense		2,439			2,413			3,068			1,928			1,683			1,594			—			—
Interest expense excluding IFRS 16 impact		7,963			7,412			7,508			7,663			3,617			1,875			1,778			1,482
Net income (loss) attributable to shareholders of Akumin		(3,037	)		1,537			3,255			1,988			(961	)		2,169			2,210			195
EPS – Basic		(0.04	)		0.02			0.05			0.03			(0.01	)		0.03			0.04			0.00
EPS – Diluted		(0.04	)		0.02			0.05			0.03			(0.01	)		0.03			0.04			0.00
Effective tax rate (2)		24.1	%		24.1	%		24.3	%		24.3	%		24.3	%		24.3	%		24.7	%		24.7	%
Adjusted net income (loss) attributable to shareholders of Akumin		446			1,950			6,178			4,300			3,900			3,214			3,328			3,183
Adjusted EPS – Basic (3)		0.01			0.03			0.09			0.06			0.06			0.05			0.05			0.05
Adjusted EPS – Diluted (3)		0.01			0.03			0.09			0.06			0.06			0.05			0.05			0.05
Cash		28,075			16,620			23,389			17,476			22,018			18,897			19,326			20,370
Total assets		680,920			669,300			663,384			636,561			616,082			353,111			240,778			220,782
Right of use assets		126,302			126,574			123,631			122,622			122,275			107,906			—			—
Total assets, excluding right of use assets		554,618			542,726			539,753			513,939			493,807			245,205			240,778			220,782
Total debt		502,404			493,725			479,120			454,240			438,258			226,395			117,507			103,620
Other lease liabilities (4)		135,322			133,045			128,684			126,226			124,586			109,060			—			—
Total debt, excluding other lease liabilities		367,082			360,680			350,436			328,014			313,672			117,335			117,507			103,620
Non-controlling interests		3,291			3,083			2,904			2,766			2,632			2,543			2,467			2,549
Shareholders’ equity		138,351			140,822			138,692			134,688			131,847			107,540			103,938			100,491
Capital (5)		477,358			484,882			465,739			445,226			423,500			205,978			202,119			183,741

(1) Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year.

(2) Akumin’s estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period.

(3) Adjusted EPS means Adjusted net income (loss) attributable to shareholders of Akumin divided by Akumin’s weighted average common shares outstanding for the period (basic or diluted).

(4) Other lease liabilities include leases other than finance leases.

(5) Capital is defined as shareholders’ equity plus total debt excluding other lease liabilities less cash.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 16

Consolidated Statements of Net Income (Loss) (in thousands, except EPS)	Six-month period ended Jun 30, 2020			Year ended Dec 31, 2019		Year ended Dec 31, 2018		15-month period ended Dec 31, 2017
Total Revenue		124,890			247,436		154,782		105,473
Net income (loss) attributable to shareholders of Akumin		(1,499	)		6,451		5,000		(8,504	)
EPS – Basic		(0.02	)		0.10		0.09		(0.27	)
EPS – Diluted		(0.02	)		0.09		0.08		(0.27	)

During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions. See “Recent Developments” and “Factors Affecting the Comparability of Our Results” of this MD&A for additional information.

The table below shows selected non-IFRS financial information on a last twelve-month (“LTM”) basis for the following periods. All of the following periods include contribution from any acquisition made during the period only starting from the date of such acquisition. For example, the 2020 Acquisitions are included only from and after January 1, 2020. Similarly, the 2019 Acquisitions occurred at various times during 2019. As a result, the LTM period ended June 30, 2020 does not contain a full twelve months contribution from the 2020 Acquisitions or the 2019 Acquisitions, except for the Davie Acquisition. The LTM period ended June 30, 2020 was impacted by COVID-19 during March 2020 and during the three-month period ended June 30, 2020. The Company monitors the following information to measure its overall financial performance.

(in thousands, except EPS)	LTM Q2 2020			Year ended Dec 31, 2019			Year ended Dec 31, 2018
RVUs		5,637			5,247			3,291
Revenue		270,790			247,436			154,782
Adjusted EBITDA		66,961			59,813			31,775
Adjusted EBITDA Margin		25	%		24	%		21	%
Adjusted EPS—Diluted (1)		0.19			0.26			0.20
Adjusted Return on Capital (“ROC”) (2)		8	%		10	%		10	%
Adjusted Return on Equity (“ROE”) (3)		10	%		15	%		13	%

(1) Adjusted EPS – Diluted (LTM) is calculated as the sum of the last four quarters’ Adjusted EPS—Diluted.

(2) Adjusted ROC is defined as LTM Adjusted EBITDA less depreciation and amortization, excluding the impact of IFRS 16 on depreciation, taxed at Akumin’s estimated effective tax rate, divided by average capital.

(3) Adjusted ROE is defined as LTM Adjusted net income (loss) attributable to shareholders of Akumin divided by average shareholders’ equity.

Liquidity and Capital Resources

General

The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.

The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.

The Company’s primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such issuances are noted in the Company’s condensed interim consolidated financial statements for the three-month and six-month periods ended June 30, 2020.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 17

As at June 30, 2020, the Company had cash of $28,075.

As at June 30, 2020, the Company had $367,082 of senior loans payable, derivative financial instruments liability, Subordinated Note – Earn-out (as defined below) and finance lease liabilities. As of June 30, 2020, $6,306 of these liabilities are due within one year.

Substantially all of the Company’s assets are pledged as security for senior loans. The Company is subject to certain financial performance debt covenants and it is currently in compliance with them.

As at June 30, 2020, we had other lease liabilities of $135,322, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of June 30, 2020, $9,692 of these liabilities are due within one year. As at June 30, 2020, the Company had finance lease liabilities of $13,803. As of June 30, 2020, $2,590 of these liabilities are due within one year.

We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. We have in the past financed our growth through acquisitions via privately issued capital in the equity and/or debt markets and publicly issued equity and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness, will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See “Summary of Factors Affecting our Performance” and “Risk Factors” of this MD&A for additional information.

Lending Arrangements and Debt

Amended May 2019 Loans

On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the “Amended May 2019 Credit Agreement”). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (“Term Loan A”, “Term Loan B” and collectively, “Term Loans”) of $66,000 and $266,000, respectively (face value) and a revolving credit facility of $50,000, which was increased to $69,000 on June 2, 2020 (the “Revolving Facility”, and together with the Term Loans, the “Amended May 2019 Loans”). Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the Amended May 2019 Loans is five years from May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. As at December 31, 2019, the Amended May 2019 Loans had a balance of approximately, $339.4 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. The above-noted amendment to the senior credit agreement in June 2020 was considered debt modification for accounting purposes and a loss of approximately $3.1 million was recognized as a result of this amendment in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at June 30, 2020, the Amended May 2019 Loans had a face value of approximately $361.6 million (amortized cost of approximately, $346.6 million). 

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 18

Wesley Chapel Loan

The Company, through a subsidiary, has a purchase money secured loan (the “Wesley Chapel Loan”) of $2,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of June 30, 2020, the face value of the Wesley Chapel Loan was $1,324 (amortized cost of $1,266).

Subordinated Note Payable – Earn-out

As part of an acquisition, a wholly-owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the “Subordinated Note”) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. According to the Subordinated Note agreement, the interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of net income (loss) and comprehensive income (loss).

The principal balance of the Subordinated Note is subject to increase by an earn-out (the “Subordinated Note—Earn-out”) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note – Earn-out as at May 11, 2018 of $161. The Subordinated Note—Earn-out was revalued at $192 as at June 30, 2020 and the change in fair value was recognized in the condensed interim consolidated statement of net income (loss) and comprehensive income (loss).

ADG Acquisition – Earn-out

A portion of the purchase price payable in respect of the Company’s acquisition of its Georgia business on May 31, 2019, is subject to an earn-out (the “ADG Acquisition Earn-out”) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

Management estimated the fair value of the ADG Acquisition Earn-out liability as at May 31, 2019 at approximately $15 million. Subsequently, the ADG Acquisition – earn-out liability estimate was revalued at approximately $15 million as at December 31, 2019 and at approximately $8 million as at March 31, 2020 and the respective changes in fair value were recognized in financial instruments revaluation in the related consolidated statements of net income (loss) and comprehensive income (loss). The ADG Acquisition Earn-out liability estimate was revalued at approximately $6.2 million as at June 30, 2020 and the change in fair value was recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). The final value of the ADG Acquisition Earn-out is subject to review by the sellers of the Georgia business in accordance with the terms of the purchase agreement between the parties, a copy of which is available under the Company’s profile on SEDAR.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 19

Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities, Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Note – Earn-out, ADG Acquisition Earn-out, leases and derivative financial instruments. The fair values of these financial instruments, except the Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Note – Earn-out, ADG Acquisition Earn-out, and the derivative financial instruments, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the normalized expected market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021.

In addition, effective July 31, 2019, the Company entered into a further derivative financial instrument, an interest rate collar contract (which was most recently amended in February 2020), with a financial institution in order to mitigate interest rate risk under the Amended May 2019 Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum and (ii) a floor rate of 1.1475% (LIBOR) per annum.

Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, Amended May 2019 Loans and Wesley Chapel Loan. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note – Earn-out and ADG Acquisition Earn-out, as financial liabilities at fair value through profit or loss.

The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. Refer to note 17 of our December 31, 2019 consolidated financial statements for further discussion regarding risk management arising from financial instruments. There have been no significant changes to those risks impacting the Company since December 31, 2019, nor has there been a significant change in the composition of its financial instruments since December 31, 2019.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions except for letters of credit related to facilities leases of approximately $181 as at June 30, 2020.

Share Information

As of the date of this MD&A, we have 70,178,428 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 5,767,120 common shares, or approximately 8.22% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.

As of the date of this MD&A, there are no restricted share units (“RSUs”) or warrants outstanding.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 20

Related Party Transactions

In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the Company’s consolidated financial statements.

The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized initially at net realizable value and subsequently measured at amortized cost less loss allowances. During the six-month period ended June 30, 2020, the Company applied the simplified approach to measure expected credit losses, permitted by IFRS 9, which uses a lifetime expected loss allowance for all accounts receivable.

Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. A provision for credit losses is recorded as a reduction in revenue with an offsetting amount recorded as an allowance for credit losses, reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for credit losses account.

Impairment of Goodwill and Long-Lived Assets

Management tests at least annually whether goodwill suffered any impairment. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Management makes key assumptions and estimates in determining the recoverable amount of the Company’s cash generating units (“CGUs”) or groups of CGUs, including future cash flows based on historical and budgeted operating results, growth rates, tax rates and appropriate after-tax discount rates.

The Company evaluates its long-lived assets (property and equipment) and intangible assets, other than goodwill, for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible asset is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 21

Income Taxes

The Company is subject to government audits and the outcome of such audits may differ from original estimates. Management believes that a sufficient amount has been accrued for income taxes. Further, management evaluates the realizability of the net deferred tax assets and assesses the valuation allowance periodically. If future taxable income or other factors are not consistent with the Company’s expectations, an adjustment to its allowance for net deferred tax assets may be required. For net deferred tax assets, the Company considers estimates of future taxable income, including tax planning strategies, in determining whether net deferred tax assets are more likely than not to be realized.

Business Combinations

Significant judgment is required in identifying tangible and intangible assets and liabilities of acquired businesses, as well as determining their fair values. The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

Contractual Allowances

Net patient service revenue is reported at the estimated net realizable amounts from patients, third party payors, and others for services rendered and recognized in the period in which the services are performed. Net patient service revenue is recorded based on established billing rates, less estimated discounts for contractual allowances. Contractual adjustments result from the differences between the established rates charged for services performed and expected reimbursements by government-sponsored healthcare programs and other payors for such services.

Disclosure Controls and Procedures and Internal ControlsOver Financial Reporting

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

Risk Factors

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 31, 2020 for its fiscal year ended December 31, 2019, which is available on SEDAR at www.sedar.com.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 22

In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures with regard to identification of the Company’s principal risks, and implementation of appropriate systems and controls to manage these risks.

Additional Information

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s shares are listed for trading on the Toronto Stock Exchange under the symbols “AKU.U” and “AKU”.

AKUMIN INC | Management’s Discussion and Analysis | Q2 2020 23

EX-99.78

Exhibit 99.78

Akumin Inc.

Condensed Interim Consolidated

Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

Akumin Inc.

Table of Contents

	Page
Condensed Interim Consolidated Financial Statements (Unaudited)
Condensed Interim Consolidated Balance Sheets		1
Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)		2
Condensed Interim Consolidated Statements of Changes in Equity		3
Condensed Interim Consolidated Statements of Cash Flows		4
Notes to Condensed Interim Consolidated Financial Statements		5 – 25

Akumin Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited)

(expressed in US dollars unless otherwise stated)

	June 30, 2020 $			December 31, 2019 $
Assets
Current assets
Cash		28,075,346			23,388,916
Accounts receivable (note 5)		91,881,345			82,867,225
Prepaid expenses and other current assets		1,365,397			3,927,949
		121,322,088			110,184,090
Security deposits and other assets		2,864,037			1,967,053
Property and equipment (note 6)		204,678,331			199,624,371
Goodwill		344,022,630			342,221,551
Intangible assets		8,032,591			9,387,169
		680,919,677			663,384,234
Liabilities
Current liabilities
Accounts payable and accrued liabilities		29,106,385			26,262,225
Leases (note 8)		12,282,660			10,940,545
Senior loans payable (note 9)		3,715,702			3,705,952
Earn-out liability (note 7)		6,206,577			7,529,962
		51,311,324			48,438,684
Leases (note 8)		136,841,734			126,159,235
Senior loans payable (note 9)		344,181,803			337,178,150
Derivative financial instruments (note 9)		5,190,000			951,702
Subordinated notes payable – earn-out (note 10)		192,387			184,485
Earn-out liability (note 7)		—			7,304,105
Deferred tax liability		1,560,049			1,571,664
		539,277,297			521,788,025
Shareholders’ equity
Common shares (note 11)		153,309,505			151,997,555
Warrants (note 11)		—			734,379
Contributed surplus		6,729,651			6,149,186
Deficit		(21,688,147	)		(20,188,761	)
Equity attributable to shareholders of Akumin Inc.		138,351,009			138,692,359
Non-controlling interests		3,291,371			2,903,850
		141,642,380			141,596,209
		680,919,677			663,384,234

Commitments and contingencies (note 12)

Approved by the Board of Directors

(signed) “Riadh Zine” Director (signed) “Tom Davies” Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (1)

Akumin Inc.

Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Three-month period ended June 30, 2020 $			Three-month period ended June 30, 2019 $			Six-month period ended June 30, 2020 $			Six-month period ended June 30, 2019 $
Revenue
Service fees – net of allowances and discounts		53,156,886			53,409,561			123,794,287			100,364,787
Other revenue		470,967			575,588			1,095,640			1,171,550
		53,627,853			53,985,149			124,889,927			101,536,337
Expenses
Employee compensation		15,880,992			18,861,241			40,698,582			36,664,262
Reading fees		7,422,576			7,779,760			18,346,313			14,766,527
Rent and utilities		3,535,324			2,306,843			6,247,985			4,198,833
Third party services and professional fees		4,815,321			3,962,815			11,106,578			7,515,396
Administrative		2,626,123			2,932,975			6,510,482			5,644,297
Medical supplies and other		1,948,837			1,674,971			4,505,696			3,142,177
Depreciation and amortization		8,601,419			6,634,916			17,105,557			12,765,139
Stock-based compensation		565,504			935,341			1,158,036			1,952,953
Interest expense		10,401,580			5,300,276			20,226,580			8,769,757
Settlement costs and other (recoveries)		(549,197	)		(13,850	)		(193,610	)		(1,230,701	)
Acquisition-related costs		80,888			1,764,003			300,222			2,549,685
Financial instruments revaluation and other (gains) losses		1,274,845			1,994,124			(744,137	)		2,051,516
		56,604,212			54,133,415			125,268,284			98,789,841
Income (loss) before income taxes		(2,976,359	)		(148,266	)		(378,357	)		2,746,496
Income tax provision (recovery)		(425,632	)		269,772			19,465			545,447
Net income (loss) and comprehensive income (loss) for the period		(2,550,727	)		(418,038	)		(397,822	)		2,201,049
Non-controlling interests		486,221			543,613			1,101,564			993,376
Net income (loss) attributable to common shareholders		(3,036,948	)		(961,651	)		(1,499,386	)		1,207,673
Net income (loss) per share (note 15) Basic and diluted		(0.04	)		(0.01	)		(0.02	)		0.02

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (2)

Akumin Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Common shares $		Warrants $			Contributed surplus $			Deficit $			Non- controlling interest $			Total equity $
Balance – December 31, 2018		123,746,423		1,742,910			5,088,376			(26,640,173	)		2,467,200			106,404,736
Net income and comprehensive income		—		—			—			1,207,673			993,376			2,201,049
Issuance of common shares – net of issuance costs
Acquisition consideration		23,437,500		—			—			—			—			23,437,500
RSUs and Warrants exercised		2,593,329		(569,733	)		(712,450	)		—			—			1,311,146
Stock-based compensation		—		—			1,952,953			—			—			1,952,953
Payment to non-controlling interests		—		—			—			—			(828,936	)		(828,936	)
Balance – June 30, 2019		149,777,252		1,173,177			6,328,879			(25,432,500	)		2,631,640			134,478,448
Balance – December 31, 2019		151,997,555		734,379			6,149,186			(20,188,761	)		2,903,850			141,596,209
Net income and comprehensive income		—		—			—			(1,499,386	)		1,101,564			(397,822	)
RSUs and warrants exercised		1,311,950		—			(1,311,950	)		—			—			—
Warrants expired		—		(734,379	)		734,379			—			—			—
Stock-based compensation expense		—		—			1,158,036			—			—			1,158,036
Payment to non-controlling interests		—		—			—			—			(714,043	)		(714,043	)
Balance – June 30, 2020		153,309,505		—			6,729,651			(21,688,147	)		3,291,371			141,642,380

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (3)

Akumin Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(expressed in US dollars unless otherwise stated)

	Six-month period ended June 30, 2020 $			Six-month period ended June 30, 2019 $
Cash flows provided by (used in)
Operating activities
Net income (loss) for the period		(397,822	)		2,201,049
Adjustments for
Depreciation and amortization		17,105,557			12,765,139
Stock-based compensation		1,158,036			1,952,953
Interest expense accretion of debt and paid-in-kind interest		2,121,149			440,780
Deferred income tax recovery		(11,615	)		—
Financial instruments revaluation and other (gains) losses		(744,137	)		2,051,516
Changes in non-cash working capital
Accounts receivable		(9,014,119	)		(10,961,209	)
Prepaid expenses, security deposits and other assets		2,072,375			(1,335,732	)
Accounts payable and accrued liabilities		2,601,955			388,799
		14,891,379			7,503,295
Investing activities
Property and equipment and intangible assets		(4,716,122	)		(5,218,404	)
Business acquisitions – net of cash acquired		(3,198,634	)		(190,095,758	)
		(7,914,756	)		(195,314,162	)
Financing activities
Loan proceeds		6,300,000			322,600,000
Loan repayments		(1,850,569	)		(112,081,293	)
Issuance costs – loans		(2,682,062	)		(14,781,765	)
Leases – principal payments		(3,343,519	)		(4,217,031	)
Subordinated notes		—			(1,500,000	)
Common shares		—			1,311,146
Payment to non-controlling interests		(714,043	)		(828,936	)
		(2,290,193	)		190,502,121
Increase in cash during the period		4,686,430			2,691,254
Cash – Beginning of period		23,388,916			19,326,412
Cash – End of period		28,075,346			22,017,666
Supplementary information
Interest expense paid		18,165,395			8,418,637
Income taxes paid		98,780			535,193

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (4)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

1 Presentation of condensed interim consolidated financial statements and nature of operations

The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumin’s imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumin’s wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.

The key services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.

The Company has a diverse mix of payers, including private, managed care capitated and government payers.

The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), all of which are located in the United States.

2 Basis of preparation

These condensed interim consolidated financial statements for the three and six months ended June 30, 2020 have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (IFRS) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2019 consolidated financial statements, except for changes to the accounting policies described in note 3.

The condensed interim consolidated financial statements include all of the accounts of the Company and the Subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

On August 12, 2020, the Board of Directors (the Board) authorized the condensed interim consolidated financial statements for issuance.

(5)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

3 Summary of significant accounting policies

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 consolidated financial statements, except as described below relating to the amendments to IFRS 3, IAS 1 and IAS 8 which became effective January 1, 2020.

Definition of a Business – Amendments to IFRS 3: The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits.

Definition of Material – Amendments to IAS 1 and IAS 8: The IASB has made amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors to use a consistent definition of materiality throughout IFRS and the Conceptual Framework for Financial Reporting, and clarify when information is material and incorporate some of the guidance in IAS 1 about immaterial information.

The adoption of the amendments to these standards did not have a material impact on the interim consolidated financial statements in the current or comparative periods. The Company was not required to make retrospective adjustments as a result of adopting these standards.

(6)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

4 Business combinations

i) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination under IFRS 3. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Current assets
Prepaid expenses		32,961
Non-current assets
Security deposits		368,601
Property and equipment		412,400
Right-of-use property and equipment		2,427,618
		3,241,580
Liabilities assumed
Non-current liabilities
Leases		2,427,618
Net assets acquired		813,962
Goodwill		1,274,764
Purchase price		2,088,726

This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.5 million and income before tax of approximately $0.2 million to the Company’s consolidated results for the six months ended June 30, 2020.

(7)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

ii) On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination under IFRS 3. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:

	$
Assets acquired
Non-current assets
Security deposits		5,799
Property and equipment		820,000
Right-of-use property		554,830
		1,380,629
Liabilities assumed
Non-current liabilities
Leases		554,830
Net assets acquired		825,799
Goodwill		400,000
Purchase price		1,225,799

This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Company’s expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Company’s condensed interim consolidated statements of net income (loss) and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.5 million and income before tax of approximately $90 thousand to the Company’s consolidated results for the six months ended June 30, 2020.

iii) On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The cash purchase price was decreased during 2020 by approximately $16 thousand due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete.

(8)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

	2020		2019
	$		$
Assets acquired
Current assets
Accounts receivable		1,275,726		1,275,726
Prepaid expenses		19,789		19,789
		1,295,515		1,295,515
Non-current assets
Property and equipment		3,922,481		3,922,481
Real estate (right-of-use)		3,683,989		3,683,989
Intangible assets		720,000		720,000
		9,621,985		9,621,985
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,174,040		1,024,631
Non-current liabilities
Leases		3,683,989		3,683,989
		4,858,029		4,708,620
Net assets acquired		4,763,956		4,913,365
Goodwill		6,220,153		6,086,635
Purchase price		10,984,109		11,000,000

iv) On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The cash purchase price was decreased during 2020 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete.

(9)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

	2020		2019
	$		$
Assets acquired
Current assets
Accounts receivable		2,085,491		2,085,491
Prepaid expenses		90,454		90,454
		2,175,945		2,175,945
Non-current assets
Security deposits		9,000		9,000
Property and equipment		2,432,234		2,432,234
Real estate (right-of-use)		13,625,521		13,625,521
Intangible assets		1,080,000		1,080,000
		19,322,700		19,322,700
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities		1,404,268		1,311,471
Non-current liabilities
Finance leases		587,434		587,434
Leases (right-of-use)		13,625,521		13,625,521
		15,617,223		15,524,426
Net assets acquired		3,705,477		3,798,274
Goodwill		14,064,109		14,071,312
Purchase price		17,769,586		17,869,586

5 Accounts receivable

	June 30, 2020 $			December 31, 2019 $
Accounts receivable		119,324,065			99,764,858
Less: Allowance for credit losses		(27,442,720	)		(16,897,633	)
		91,881,345			82,867,225

The allowance for credit losses includes a provision for credit losses expense for the three and six months ended June 30, 2020 of $2,914,362 and $10,545,087, respectively (2019 – $2,226,147 and $4,182,615).

(10)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

6 Property and equipment and real estate and equipment (right-of-use assets)

Property and equipment

	Furniture and fixtures $			Office equipment $			Leasehold improvements $			Medical equipment $			Equipment under finance leases $			Computer equipment $		Total $
Cost
Balance – December 31, 2018		677,354			188,237			10,081,484			55,559,558			9,662,230			109,326		76,278,189
Additions		403,232			3,123			3,337,565			8,560,670			4,722,252			71,915		17,098,757
Business acquisitions		7,650			23,252			3,974,790			13,722,000			587,434			13,529		18,328,655
Disposals		—			—			—			(2,176,457	)		—			—		(2,176,457	)
Balance – December 31, 2019		1,088,236			214,612			17,393,839			75,665,771			14,971,916			194,770		109,529,144
Additions		69,972			12,640			209,481			4,528,424			5,863,076			46,149		10,729,742
Business acquisitions		—			—			—			1,232,400			—			—		1,232,400
Disposals		(9,543	)		(16,220	)		(52,006	)		(923,822	)		(333,334	)		—		(1,334,925	)
Balance – June 30, 2020		1,148,665			211,032			17,551,314			80,502,773			20,501,658			240,919		120,156,361
Accumulated depreciation
Balance – December 31, 2018		176,818			117,287			1,815,737			15,059,057			3,479,107			62,595		20,710,601
Depreciation		100,866			33,790			1,342,980			10,811,469			1,654,528			28,471		13,972,104
Disposals		—			—			—			(1,146,451	)		—			—		(1,146,451	)
Balance – December 31, 2019		277,684			151,077			3,158,717			24,724,075			5,133,635			91,066		33,536,254
Depreciation		65,750			18,235			830,860			6,369,958			1,489,013			24,392		8,798,208
Disposals		(1,541	)		(3,039	)		(12,292	)		(333,210	)		(203,938	)		—		(554,020	)
Balance – June 30, 2020		341,893			166,273			3,977,285			30,760,823			6,418,710			115,458		41,780,442
Net book value
December 31, 2018		500,536			70,950			8,265,747			40,500,501			6,183,123			46,731		55,567,588
December 31, 2019		810,552			63,535			14,235,122			50,941,696			9,838,281			103,704		75,992,890
June 30, 2020		806,772			44,759			13,574,029			49,741,950			14,082,948			125,461		78,375,919

(11)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

Depreciation expense for the three and six months ended June 30, 2020 was $4,500,783 and $8,798,208, respectively (2019 – $3,274,858 and $6,152,233). During the three and six months ended June 30, 2020, the Company had net disposals of $414,848 and $780,905, respectively (2019 – $nil and $98,162).

Real estate and equipment (right-of-use assets)

	Equipment $			Real estate $			Total $
Cost
Balance – December 31, 2019		4,301,981			131,363,021			135,665,002
Additions		58,751			8,529,129			8,587,880
Business acquisitions		27,871			2,954,577			2,982,448
Disposals		(142,663	)		(2,314,029	)		(2,456,692	)
Balance – June 30, 2020		4,245,940			140,532,698			144,778,638
Accumulated depreciation
Balance – December 31, 2019		1,055,984			10,977,537			12,033,521
Depreciation		634,868			6,312,492			6,947,360
Disposals		(142,663	)		(361,992	)		(504,655	)
Balance – June 30, 2020		1,548,189			16,928,037			18,476,226
Net book value
December 31, 2019		3,245,997			120,385,484			123,631,481
June 30, 2020		2,697,751			123,604,661			126,302,412

Depreciation expense for the three and six months ended June 30, 2020 was $3,429,918 and $6,947,360, respectively (2019 – $3,109,580 and $6,106,075). During the three and six months ended June 30, 2020, the Company had net disposals of $1,517,542 and $1,952,037, respectively (2019 – $ 207,777 in each period).

7 Earn-out liability (ADG Acquisition)

	June 30, 2020 $			December 31, 2019 $
ADG Acquisition – earn-out		6,206,577			14,834,067
Less: Current portion of ADG Acquisition – earn-out		(6,206,577	)		(7,529,962	)
Non-current portion of ADG Acquisition – earn-out		—			7,304,105

A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC (Georgia business), is subject to an earn-out (the ADG Acquisition – earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.

(12)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

The value of the ADG Acquisition – earn-out liability was estimated by management using a probability weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition – earn-out liability as at May 31, 2019 at approximately $15 million based on a discount rate of approximately 7% and management’s estimated probability weighted range of the ADG Acquisition – earn-out liability (it is considered a Level 3 liability as described in note 14). Subsequently, the ADG Acquisition – earn-out liability estimate was revalued at approximately $15 million as at December 31, 2019 and at approximately $8 million as at March 31, 2020 and the respective changes in fair value were recognized in financial instruments revaluation in the related consolidated statements of net income (loss) and comprehensive income (loss). The ADG Acquisition – earn-out liability estimate has been revalued at approximately $6 million as at June 30, 2020 and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). The final value of the ADG Acquisition earn-out is subject to review by the sellers of the Georgia business in accordance with the terms of the purchase agreement between the parties.

8 Lease liabilities

Finance

As at June 30, 2020, the Company’s finance lease liabilities were $13,802,580 (December 31, 2019 – $8,415,404). Of these obligations, the liabilities due within one year were $2,590,271. Interest expense accrued and paid during the three and six months ended June 30, 2020 was $167,211 and $296,453, respectively (2019 – $56,019 and $116,282) and lease payments were $91,328 and $514,356, respectively (2019 – $222,607 and $424,477).

Other

As at June 30, 2020, the Company’s other lease liabilities were $135,321,814 (December 31, 2019 – $128,684,376). Of these obligations, the liabilities due within one year are $9,692,389. Interest expense accrued and paid during the three and six months ended June 30, 2020 was $2,438,554 and $4,851,857, respectively (2019 – $1,683,172 and $3,277,192) and lease payments were $751,278 and $2,829,163, respectively (2019 – $1,949,935 and $3,792,554).

9 Senior loans payable

The Amended May 2019 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.

Amended May 2019 Loans

On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the Amended May 2019 Credit Agreement). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, which was increased to $69,000,000 on June 2, 2020 (the Revolving Facility, and together with the Term Loans, the Amended May 2019 Loans). In addition, among other things, the amendment adjusted Akumin’s leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of

(13)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

the Amended May 2019 Loans is five years from May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the Amended May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million. The fair value of the Amended May 2019 Loans was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14). As at December 31, 2019, the Amended May 2019 Loans had a balance of approximately, $339.4 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. The above-noted amendment to the senior credit agreement in June 2020 was considered debt modification for accounting purposes and a loss of approximately $3.1 million was recognized as a result of this amendment in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at June 30, 2020, the Amended May 2019 Loans had an amortized cost balance of approximately, $346.6 million.

	June 30, 2020 $			December 31, 2019 $
Term Loan A and Revolving Facility		93,794,000			87,824,000
Term Loan B		252,837,592			251,612,775
Less: Current portion		(3,320,000	)		(3,320,000	)
		343,311,592			336,116,775

Subject to the provisions described below, the minimum annual principal payments with respect to the Amended May 2019 Loans (face value) are as follows.

a) Term Loan A and Revolving Facility

	$
July 1, 2020 to December 31, 2020		330,000
2021		1,980,000
2022		3,795,000
2023		4,290,000
2024		83,399,000
		93,794,000

b) Term Loan B

	$
July 1, 2020 to December 31, 2020		1,330,000
2021		2,660,000
2022		2,660,000
2023		2,660,000
2024		258,472,780
		267,782,780

(14)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at June 30, 2020 represented an asset to the Company of $43.

In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the Company as at June 30, 2020 represented a liability to the Company of $5,190,000.

Changes in the fair value of these derivatives are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss).

The Amended May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the Amended May 2019 Credit Agreement):

• Interest

The interest rates payable on the Amended May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. As part of the amendments on June 2, 2020, an additional paid-in-kind interest accrues on the outstanding Term B Loans from time to time, which interest rate shall be (i) 2.00% per annum from June 2, 2020 to March 31, 2021, and (ii) thereafter the applicable percentage per annum will be determined by reference to the leverage ratio thresholds in the Amended May 2019 Credit Agreement. All advances under the Amended May 2019 Loans are currently classified as Eurodollar Rate Loans. The annualized effective interest rate under the Amended May 2019 Credit Agreement as at June 30, 2020 was approximately 7.3% per annum (June 30, 2019 – 7.7%). With respect to interest rate sensitivity as at June 30, 2020, a 1% increase in variable interest rates would have increased interest expense for the six-month period ended June 30, 2020 by approximately $0.3 million (2019 – $0.3 million).

• Payments

The minimum principal payment schedule for the Amended May 2019 Loans is noted herein.

(15)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

• Termination

The termination date of the Amended May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the Amended May 2019 Credit Agreement.

• Restrictive covenants

In addition to certain covenants, the Amended May 2019 Credit Agreement places limits on the Company’s ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.

• Financial covenants

The Amended May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.

The Company is in compliance with the financial covenants and has no events of default under the Amended May 2019 Credit Agreement as at June 30, 2020.

• Events of default

In addition to the above noted financial covenants, events of default under the Amended May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any Amended May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the Amended May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

• Security

The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the Amended May 2019 Loans.

Wesley Chapel Loan

As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was

(16)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14). As at June 30, 2020, the Wesley Chapel Loan had an amortized cost balance of approximately, $1.3 million.

	June 30, 2020 $			December 31, 2019 $
Wesley Chapel Loan		1,265,913			1,447,327
Less: Current portion		(395,702	)		(385,952	)
		870,211			1,061,375

Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:

	$
July 1, 2020 to March 31, 2020		195,383
2021		405,698
2022		426,454
2023		296,356
		1,323,891

The Wesley Chapel Loan provides for the following terms:

• Interest

5.0%.

• Payments

Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.

• Termination

August 15, 2023.

• Restrictive covenants

In addition to certain covenants, the Wesley Chapel Loan limits the Company’s ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.

• Financial covenants

None.

• Events of default

(17)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

The Company has no events of default under the Wesley Chapel Loan as at June 30, 2020.

• Security

The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.

10 Subordinated notes payable – earn-out

	June 30, 2020 $		December 31, 2019 $
Subordinated note – earn-out		192,387		184,485

As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the seller’s secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on management’s estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 14).

In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of net income (loss) and comprehensive income (loss).

According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note – Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note – Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:

a) The Subordinated Note – Earn-out for any given calendar year during the Subordinated Note – Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note – Earn-out Revenue (defined below) for such calendar year.

b) The Subordinated Note – Earn-out Revenue for any calendar year during the Subordinated Note – Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year.

(18)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

c) If Subordinated Note – Earn-out Revenue for any calendar year of the Subordinated Note – Earn-out Period is less than or equal to $16,000,000, no Subordinated Note – Earn-out shall be payable for such calendar year.

d) The maximum aggregate amount of the Subordinated Note – Earn-out that may be earned over the Subordinated Note – Earn-out Period is $4,000,000.

The value of Subordinated Note – Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). Management estimated the fair value of Subordinated Note – Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period (it is considered a Level 3 liability as described in note 14). The Subordinated Note – Earn-out was revalued at $192,387 as at June 30, 2020 based on a discount rate of 8.75% and management’s estimated probability-weighted range of Subordinated Note – Earn-out Revenue during the Subordinated Note – Earn-out Period and the change in fair value was recognized in financial instruments revaluation in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss). As at June 30, 2020, the range of estimated undiscounted Subordinated Note – Earn-out payable is between $nil and $218,183.

Payments and termination

Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note – Earn-out, and accrued but unpaid interest.

Restrictive covenants

The Subordinated Note agreement places certain limits on Akumin FL’s ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.

Financial covenants

None.

Events of default

Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note – Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note – Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.

Security

The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note – Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.

The Company is in compliance with the terms of the Subordinated Note agreement as at June 30, 2020.

(19)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

11 Capital stock and warrants

The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.

	Common shares				Warrants						RSUs						Total
	Number		Amount $		Number			Amount $			Number			Amount $			Number			Amount $
December 31, 2018		62,371,275		123,746,423		1,249,512			1,742,910			1,120,656			2,671,147			64,741,443			128,160,480
Issuance (i)		6,250,000		23,437,500		—			—			—			1,559,418			6,250,000			24,996,918
RSUs and warrants exercised		1,219,653		4,813,632		(436,497	)		(569,733	)		(783,156	)		(2,932,753	)		—			1,311,146
Warrants expired		—		—		(288,015	)		(438,798	)		—			—			(288,015	)		(438,798	)
December 31, 2019		69,840,928		151,997,555		525,000			734,379			337,500			1,297,812			70,703,428			154,029,746
Issuance (i)		—		—		—			—			—			14,138			—			14,138
RSUs and warrants exercised		337,500		1,311,950		—			—			(337,500	)		(1,311,950	)		—			—
Warrants expired		—		—		(525,000	)		(734,379	)		—			—			(525,000	)		(734,379	)
June 30, 2020		70,178,428		153,309,505		—			—			—			—			70,178,428			153,309,505

(i) RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed interim consolidated financial statements.

(20)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

During the six months ended June 30, 2019, the following equity issuances occurred at the Company.

a) During the three months ended March 31, 2019, the following equity issuances occurred at the Company:

i) During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019.

ii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019.

b) During the three months ended June 30, 2019, the following equity issuances occurred at the Company:

i) The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions.

ii) During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares.

iii) The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019.

During the six months ended June 30, 2020, the following equity issuances occurred at the Company.

a) During the three months ended March 31, 2020, the following equity issuances occurred at the Company:

i) As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding.

b) During the three months ended June 30, 2020, the following equity issuances occurred at the Company:

i) As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020 and they were settled for common shares in accordance with the terms of the RSU Plan as follows. 10,000 of these RSUs were settled for common shares in April 2020 and the remaining RSUs were settled for common shares in June 2020. As at June 30, 2020, the Company had no RSUs outstanding.

(21)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

ii) During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020.

The stock-based compensation related to RSUs, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2020 was $nil and $14,138, respectively (2019 – $441,532 and $911,338).

The stock-based compensation related to stock options, recognized in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2020, was $565,504 and $1,143,898, respectively (2019 – $493,809 and $1,041,615).

12 Commitments and contingencies

The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

Commencing during Q1 2020 and continuing through Q2 2020 and beyond, a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to “stay at home” or “shelter in place”. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most affected or to what extent containment measures will be applied.

Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patient’s ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patient’s health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Company’s supply of

(22)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential future reduction in revenue and income and asset impairments.

13 Segmented financial information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.

14 Risk management arising from financial instruments

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases (current portion) approximates their fair value given their short-term nature.

The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:

	June 30, 2020 $		December 31, 2019 $
Amended May 2019 loans payable		372,896,500		360,596,500
Wesley Chapel Loan payable		1,311,200		1,483,830
Subordinated notes – earn-out		192,387		184,485
ADG Acquisition – earn-out		6,206,577		14,834,067
Derivative financial instruments		5,189,957		951,105
		385,796,621		378,049,987

Financial instruments recorded at fair value on the condensed interim consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes – Earn-out and ADG Acquisition – Earn-out were subsequently remeasured at fair value under the Level 3 category.

(23)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

There were no transfers between levels during the three months ended June 30, 2020 and the twelve months ended December 31, 2019.

Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.

The following table summarizes information regarding the carrying value of the Company’s financial instruments:

	June 30, 2020 $		December 31, 2019 $
Cash		28,075,346		23,388,916
Accounts receivable		91,881,345		82,867,225
Financial assets measured at amortized cost		119,956,691		106,256,141
Accounts payable and accrued liabilities		29,106,385		26,262,225
Short-term portion of senior loans payable		3,715,702		3,705,952
Short-term portion of leases		12,282,660		10,940,545
Long-term portion of senior loans payable		344,181,803		337,178,150
Long-term portion of leases		136,841,734		126,159,235
Financial liabilities measured at amortized cost		526,128,284		504,246,107
Subordinated notes – earn-out		192,387		184,485
ADG Acquisition – earn-out		6,206,577		14,834,067
Derivative financial instruments		5,189,957		951,105
Measured at fair value through profit or loss		11,588,921		15,969,657

15 Basic and diluted income per share

	Three-month period ended June 30, 2020 $			Three-month period ended June 30, 2019 $			Six-month period ended June 30, 2020 $			Six-month period ended June 30, 2019 $
Net income (loss) attributable to common shareholders		(3,036,948	)		(961,651	)		(1,499,386	)		1,207,673
Weighted average common shares outstanding
Basic		70,144,362			64,838,930			70,023,964			63,637,567
Diluted		70,144,362			64,838,930			70,023,964			65,353,046
Income (loss) per share
Basic and diluted		(0.04	)		(0.01	)		(0.02	)		0.02

(24)

Akumin Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

June 30, 2020

(expressed in US dollars unless otherwise stated)

16 CARES Act

i) During April 2020, the Company received approximately $1 million in grant under the first appropriation made by the U.S. Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Additional grants may be available to the Company through subsequent appropriations under this program. The grants received are recorded in the condensed interim consolidated statements of net income (loss) and comprehensive income (loss) in the category “Settlement costs and other (recoveries)”.

ii) During April 2020, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be repaid beginning 120 days after their receipt through the adjudication of Medicare claims over a future period. These payments to the Company are recorded in the condensed interim consolidated balance sheets in the category “Accounts payable and accrued liabilities” until earned.

iii) The CARES Act allows employers to defer the deposit and payment of the employer’s share of Social Security taxes. As of June 30, 2020, such taxes were approximately $0.6 million and are recorded in the condensed interim consolidated balance sheets in the category “Accounts payable and accrued liabilities”.

(25)

EX-99.79

Exhibit 99.79

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Riadh Zine, President and Chief Executive Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended June 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2020

(signed) “Riadh Zine”

Riadh Zine

President and Chief Executive Officer

EX-99.80

Exhibit 99.80

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mohammad Saleem, Chief Financial Officer of Akumin Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Akumin Inc. (the “issuer”) for the interim period ended June 30, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(1) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(2) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2020

(signed) “Mohammad Saleem”

Mohammad Saleem

Chief Financial Officer

EX-99.81

Exhibit 99.81

Tel:     561-688-1600 Fax:     561-688-1848 www.bdo.com 1601 Forum Place, 9th Floor Centurion Plaza West Palm Beach, FL 33401

August 28, 2020

Akumin Inc.

151 Bloor St. West, Suite 603

Toronto, Ontario M5S 1S4

Dear Sirs and Mesdames:

We refer you to business acquisition report (the “BAR”) of Akumin Inc. (the “Company”) dated as of August 14, 2019 relating to the Company’s acquisition of all of the outstanding shares of ADG Acquisition Holdings, Inc. We acknowledge that we have previously consented to the use in the BAR of our report dated August 12, 2019 (the “Auditor Report”) relating to the following financial statements:

TIC Acquisition Holdings, LLC Consolidated Financial Statements – Year ended December 31, 2018

We consent to the use of the Auditor Report included in the BAR in the Registration Statement on Form 40-F of the Company.

Yours truly,
	/s/ BDO US, LLP

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

EX-99.82

Exhibit 99.82

August 28, 2020

Akumin Inc.

151 Bloor St. West, Suite 603

Toronto, Ontario

M5S 1S4

Dear Sirs and Mesdames:

We refer you to business acquisition report (the “BAR”) of Akumin Inc. (the “Company”) dated as of August 22, 2019 relating to the Company’s acquisition of all of the outstanding shares of ADG Acquisition Holdings, Inc.

We acknowledge that we have previously consented to the use, in the above mentioned BAR, of our report dated May 15, 2019 (the “Auditors’ Report”) relating to the audited consolidated financial statements of ADG Acquisition Holdings, Inc. and Subsidiaries as of and for the years ended December 31, 2018 and 2017.

We consent to the use of the Auditors’ Report included in the BAR in the Registration Statement on Form 40-F of the Company.

Skoda Minotti & Co.

/s/ Skoda Minotti & Co.

Tampa, FL

August 28, 2020

EX-99.83

Exhibit 99.83

August 28, 2020

Akumin Inc.

151 Bloor St. West, Suite 603

Toronto, Ontario

M5S 1S4

Dear Sirs and Mesdames:

We refer you to business acquisition report (the “BAR”) of Akumin Inc. (the “Company”) dated as of August 22, 2019 relating to the Company’s acquisition of all of the outstanding shares of SFL Radiology Holdings, LLC.

We acknowledge that we have previously consented to the use, in the above mentioned BAR, of our report dated July 19, 2019 (the “Auditors’ Report”) relating to the audited consolidated financial statements of SFL Radiology Holdings, LLC and Elite Radiology of Georgia, LLC as of and for the year ended December 31, 2018.

We consent to the use of the Auditors’ Report included in the BAR in the Registration Statement on Form 40-F of the Company.

Skoda Minotti & Co.

/s/ Skoda Minotti & Co.

Tampa, FL

August 28, 2020

EX-99.84

Exhibit 99.84

Consent of Independent Auditor

We hereby consent to the incorporation by reference in this Registration Statement on Form 40-F of Akumin Inc. of our report dated November 13, 2019 relating to the consolidated financial statements (restated) of Akumin Inc. for the year ended December 31, 2018, which appears in the Exhibit 99.38 to this Registration Statement. We also consent to the reference to us under the heading “Interests of Experts” which appears in the Annual Information Form included in the Exhibit 99.3 to this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada

August 28, 2020

EX-99.85

Exhibit 99.85

Consent of Independent Auditors

We consent to the reference to our Firm under the caption “Interests of Experts” (included in Exhibit 99.58) and to the use in the Registration Statement on Form 40-F of Akumin Inc. for the registration of its common shares of our report dated March 31, 2020, with respect to the consolidated balance sheet as at December 31, 2019 and the consolidated statements of net income and comprehensive income, changes in equity and cash flows for the year then ended.

/s/ Ernst & Young LLP

Miami, Florida

August 28, 2020